not for release, publication or distribution, directly … distriparks... · 2020. 7. 27. · not...
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, PRC, JAPAN OR
AUSTRALIA OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR
DISSEMINATION WOULD BE PROHIBITED BY APPLICABLE LAW.
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies
to the documents of Gateway Distriparks Limited (the “Company”, and such documents, the “Documents”)
attached to this e-mail. You are therefore advised to read this disclaimer carefully before reading, accessing or
making any other use of the attached Documents. Neither ICICI Securities Limited (the “Lead Manager”) nor
any person who controls the Lead Manager or any of its affiliates, directors, officers, employees, agents,
representatives or advisers accepts any liability whatsoever for any loss howsoever arising from any use of this e-
mail or the attached Documents or their respective contents or otherwise arising in connection therewith. By
accessing the Documents, you agree to be bound by the following terms and conditions, including any
modifications to it from time to time, each time you receive any information from us as a result of such access.
You acknowledge that access to the attached Documents are intended for use by you only and you agree
not to forward this on to any other person, internal or external , in whole or in part, or otherwise provide
access via e-email or otherwise to any other person.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES
FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
INVESTING IN THE EQUITY SHARES INVOLVES RISKS AND YOU SHOULD CAREFULLY
CONSIDER THE RISKS DESCRIBED UNDER THE SECTION “RISK FACTORS” AS WELL AS
INFORMATION CONTAINED ELSEWHERE IN THE ATTACHED DOCUMENTS BEFORE MAKING
AN INVESTMENT DECISION.
Confirmation of Your Representation: You have accessed the attached Documents on the basis that you have
confirmed your representation, agreement and acknowledgement to the Lead Manager that (1) you are not resident
in the United States, as defined in Regulation S under the U.S. Securities Act and, to the extent you purchase the
securities described in the attached Documents, you will be doing so pursuant to Regulation S under the U.S.
Securities Act; and (2) you consent to delivery of the attached Documents and any amendments or supplements
thereto by electronic transmission.
The attached Documents have been made available to you in electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of transmission and consequently none
of the Company, the Lead Manager, or any of its directors, officers, employees, agents, representatives or affiliates
accepts any liability or responsibility whatsoever in respect of any discrepancies between the Documents
distributed to you in electronic format and the hard copy version. We will provide a hard copy version to you upon
request.
Restrictions: The attached Documents are being furnished in connection with an offering exempt from
registration under the U.S. Securities Act solely for the purpose of enabling you, as a prospective investor to
consider the purchase of the Equity Shares described in the Documents. An investment decision should only be
made on the basis of the Documents. In making an investment decision, investors must rely on their own
examination of the merits and risks involved.
You are reminded that no representation or warranty, express or implied is made or given by or on behalf of, the
Lead Manager named herein, nor any person who controls it or any director, officer, employee, agent or
representative of it or affiliate of such person as to the accuracy, completeness or fairness of the information or
opinions contained in this document and such persons do not accept responsibility or liability for any such
information or opinions.
THE RIGHTS ENTITLEMENTS AND THE RIGHTS EQUITY SHARES HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS
AND MAY NOT BE OFFERED, SOLD, RESOLD OR OTHERWISE TRANSFERRED WITHIN THE
UNITED STATES OR THE TERRITORIES OR POSSESSIONS THEREOF (THE “UNITED STATES” OR
“U.S.”), EXCEPT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
THE U.S. SECURITIES ACT. THE RIGHTS EQUITY SHARES REFERRED TO IN THE DOCUMENTS
ARE BEING OFFERED AND SOLD IN OFFSHORE TRANSACTIONS OUTSIDE THE UNITED STATES
IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT TO EXISTING
SHAREHOLDERS LOCATED IN JURISDICTIONS WHERE SUCH OFFER AND SALE OF THE RIGHTS
EQUITY SHARES IS PERMITTED UNDER LAWS OF SUCH JURISDICTIONS. THE OFFERING TO
WHICH THE DOCUMENTS RELATES IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE
CONSTRUED AS, AN OFFERING OF ANY RIGHTS EQUITY SHARES OR RIGHTS ENTITLEMENTS
FOR SALE IN THE UNITED STATES OR AS A SOLICITATION THEREIN OF AN OFFER TO BUY ANY
OF THE SAID SECURITIES. ACCORDINGLY, YOU SHOULD NOT FORWARD OR TRANSMIT THE
ATTACHED DOCUMENTS IN OR INTO THE UNITED STATES AT ANY TIME.
Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this
electronic transmission constitutes an offer or an invitation by or on behalf of either the Company or the Lead
Manager to subscribe for or purchase any of the securities described therein, and access has been limited so that
it shall not constitute a general advertisement or solicitation in the United States or elsewhere. If a jurisdiction
requires that the offering be made by a licensed broker or dealer and the Lead Manager, or any affiliate of an
underwriter is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Lead
Manager, or its eligible affiliates on behalf of the Company in such jurisdiction.
You are reminded that you have accessed the attached Documents on the basis that you are a person into whose
possession the Documents may be lawfully delivered in accordance with the laws of the jurisdiction in which you
are located and you may not nor are you authorized to deliver or forward this document, electronically or
otherwise, to any other person. The materials relating to the offering of securities referred to in the Documents do
not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or
solicitations are not permitted by law. If you have gained access to this transmission contrary to the foregoing
restrictions, you will be unable to purchase any of the securities described therein.
This e-mail and the attached Documents are intended only for use by the addressee named herein and may contain
legally privileged and/or confidential information. If you are not the intended recipient of this e-mail or the
attached Documents, you are hereby notified that any dissemination, distribution or copying of this e-mail or the
attached Documents is strictly prohibited. If you have received this e-mail and the attached Documents in error,
please immediately notify us by reply e-mail and destroy printouts of it, if any.
Actions that You May Not Take: You should not reply by e-mail to this announcement, and you may not
purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the
“Reply” function on your e-mail software, will be ignored, rejected or deleted, except as specified above.
YOU ARE NOT AUTHORIZED AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED
DOCUMENTS, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE IN
WHOLE OR IN PART SUCH DOCUMENTS IN ANY MANNER WHATSOEVER. ANY FORWARDING,
DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT AND THE ATTACHED DOCUMENTS IN
WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY
RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER
JURISDICTIONS.
You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your
own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a
destructive nature. You acknowledge that the Company and the Lead Manager have no responsibility in this
regard.
Letter of Offer
Dated July 21, 2020
For Eligible Equity Shareholders only
GATEWAY DISTRIPARKS LIMITED
Our Company was originally incorporated as ‘Gateway Distriparks Limited’ on April 6, 1994, at New Delhi, as a public limited company under the
Companies Act, 1956 and a certificate of incorporation was granted to our Company by the Registrar of Companies, National Capital Territory of
Delhi and Haryana at New Delhi (“RoC, New Delhi”). Our Company was granted a certificate of commencement of business by the RoC, New
Delhi on October 24, 1994. For information regarding changes in the registered office of our Company, see “History and Corporate Structure” on
page 77.
Corporate Identity Number: L74899MH1994PLC164024
Registered and Corporate Office: Sector 6, Dronagiri, Tal: Uran, Dt: Raigad, Navi Mumbai, Maharashtra – 400 707, India
Telephone: + 91 (11) 2956 1070
Contact Person: Veena Nair, Company Secretary and Compliance Officer
E-mail: [email protected]; Website: www.gateway-distriparks.com
OUR PROMOTERS: PREM KISHAN DASS GUPTA, ISHAAN GUPTA, MAMTA GUPTA, SAMVID GUPTA, PRISM
INTERNATIONAL PRIVATE LIMITED, AND PERFECT COMMUNICATIONS PRIVATE LIMITED
FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF GATEWAY DISTRIPARKS LIMITED (OUR
“COMPANY”) ISSUE OF UP TO 1,61,07,859 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH OF OUR COMPANY (THE “RIGHTS EQUITY SHARES”) FOR CASH AT A PRICE OF ₹ 72 PER RIGHTS EQUITY SHARE (INCLUDING A PREMIUM OF ₹ 62 PER RIGHTS EQUITY SHARE) OF OUR COMPANY FOR AN AMOUNT AGGREGATING UP TO ₹ 11,597.66 LAKHS,* ON A RIGHTS BASIS TO THE EXISTING ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 4 RIGHTS EQUITY SHARES FOR EVERY 27 FULLY PAID-UP EQUITY SHARE(S) HELD BY THE EXISTING ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON FRIDAY, JULY 24, 2020 (THE “ISSUE”). FOR FURTHER DETAILS, SEE “TERMS OF THE ISSUE” ON PAGE 178. *Assuming full subscription.
GENERAL RISKS
Investment in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can
afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the
Issue. For taking an investment decision, Investors must rely on their own examination of our Company and the Issue including the risks involved.
The Equity Shares being offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”)
nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Specific attention of investors is invited to “Risk Factors” on page 18.
OUR COMPANY’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with
regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Letter of Offer is true
and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly
held and that there are no other facts, the omission of which makes this Letter of Offer as a whole or any of such information or the expression of
any such opinions or intentions misleading in any material respect.
LISTING
The existing Equity Shares are listed on BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”, and together with
BSE, the “Stock Exchanges”). Our Company has received in-principle approval from BSE and NSE for listing of the Equity Shares proposed to
be issued pursuant to the Issue pursuant to their letters dated July 15, 2020. For the purposes of the Issue, BSE is the Designated Stock Exchange.
For details of the material contracts and documents available for inspection from the date of this Letter of Offer up to the Issue Closing Date, see
“Material Contracts and Documents for Inspection” on page 223. Our Company will also make applications to the Stock Exchanges to obtain
their trading approvals for the Rights Entitlements as required under the SEBI circular bearing reference number
SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020.
LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE
ICICI Securities Limited
ICICI Centre, H.T. Parekh Marg
Churchgate, Mumbai
Maharashtra – 400 020, India
Telephone: +91 (22) 2288 2460
Email: [email protected]
Investor grievance email: [email protected]
Contact person: Shekher Asnani / Arjun A Mehrotra
Website: www.icicisecurities.com
SEBI registration number: INM000011179
Link Intime India Private Limited
C-101, 1st Floor, 247 Park
Lal Bahadur Shastri Marg, Vikhroli (West)
Mumbai, Maharashtra - 400 083, India
Telephone: +91 (22) 4918 6173 / 6174 / 6200
E-mail id: [email protected]
Investor grievance email: [email protected]
Contact person: Sumeet Deshpande
Website: www.linkintime.co.in
SEBI registration number: INR000004058
ISSUE PROGRAMME
ISSUE OPENS ON LAST DATE FOR ON MARKET
RENUNCIATIONS ISSUE CLOSES ON
THURSDAY, JULY 30, 2020 FRIDAY, AUGUST 7, 2020 THURSDAY, AUGUST 13, 2020
ii
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TABLE OF CONTENTS
SECTION I: GENERAL ...................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ...................................................................................................... 1 NOTICE TO INVESTORS .............................................................................................................................. 8 PRESENTATION OF FINANCIAL INFORMATION AND OTHER INFORMATION ............................. 11 FORWARD LOOKING STATEMENTS...................................................................................................... 13 SUMMARY OF LETTER OF OFFER .......................................................................................................... 14
SECTION II: RISK FACTORS ........................................................................................................................ 18
SECTION III: INTRODUCTION .................................................................................................................... 43
THE ISSUE ................................................................................................................................................... 43 SUMMARY OF FINANCIAL INFORMATION .......................................................................................... 44 GENERAL INFORMATION ........................................................................................................................ 49 CAPITAL STRUCTURE .............................................................................................................................. 54 OBJECTS OF THE ISSUE ............................................................................................................................ 65 STATEMENT OF SPECIAL TAX BENEFITS ............................................................................................ 69
SECTION IV: ABOUT OUR COMPANY ....................................................................................................... 77
HISTORY AND CORPORATE STRUCTURE ............................................................................................ 77 OUR MANAGEMENT ................................................................................................................................. 79
SECTION V: FINANCIAL INFORMATION ................................................................................................. 83
FINANCIAL STATEMENTS ....................................................................................................................... 83 MATERIAL DEVELOPMENTS ................................................................................................................ 158 ACCOUNTING RATIOS AND CAPITALISATION STATEMENT ........................................................ 159 STOCK MARKET DATA FOR SECURITIES OF OUR COMPANY ....................................................... 161
SECTION VI: LEGAL AND OTHER INFORMATION ............................................................................. 163
OUTSTANDING LITIGATION AND DEFAULTS .................................................................................. 163 GOVERNMENT APPROVALS ................................................................................................................. 167 OTHER REGULATORY AND STATUTORY DISCLOSURES ............................................................... 168
SECTION VII: ISSUE INFORMATION ....................................................................................................... 178
TERMS OF THE ISSUE ............................................................................................................................. 178 RESTRICTIONS ON PURCHASES AND RESALES ............................................................................... 214
SECTION VIII: OTHER INFORMATION .................................................................................................. 223
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ..................................................... 223 DECLARATION ......................................................................................................................................... 225
1
SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Letter of Offer uses the definitions and abbreviations, which, unless the context otherwise indicates or
implies, or unless otherwise specified, shall have the meaning as provided below. References to any legislation,
act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rules, guidelines or
policies as amended, supplemented, or re-enacted from time to time and any reference to a statutory provision
shall include any subordinate legislation made from time to time under that provision.
The words and expressions used in this Letter of Offer, but not defined herein, shall have the same meaning (to
the extent applicable) ascribed to such terms under the SEBI ICDR Regulations, the Companies Act, 2013, the
SCRA, the Depositories Act, and the rules and regulations made thereunder. Notwithstanding the foregoing, terms
used in “Statement of Special Tax Benefits”, “Financial Information”, “Outstanding Litigation and Defaults”,
and “Restrictions on Purchases and Resales” on pages 69, 83, 163, and 214, respectively, shall have the meaning
given to such terms in such sections.
General terms
Term Description
“Our Company”, “the
Company” or “the Issuer”
Gateway Distriparks Limited, having its registered office at Sector 6, Dronagiri, Tal: Uran,
Dt: Raigad, Navi Mumbai, Maharashtra – 400 707, India
“We”, “us”, “our” or “Group” Unless the context otherwise indicates or implies or unless otherwise specified, our Company
together with our Subsidiaries, Joint Venture, and Associate, on a consolidated basis.
Company related terms
Term Description
“Articles of Association”,
“Articles” or “AoA”
The articles of association of our Company, as amended.
“Associate” The associate our Company, being Snowman Logistics Limited.
“Audited Consolidated
Financial Statements”
The audited consolidated financial statements of our Company which includes our
Subsidiaries, Joint Venture, and Associate as at and for the year ended March 31, 2020 which
comprises of the consolidated balance sheet as at March 31, 2020, the consolidated statement
of profit and loss, including other comprehensive income, the consolidated cash flow
statement and the consolidated statement of changes in equity for the year then ended, and
notes to the consolidated financial statements, including a summary of significant accounting
policies and other explanatory information.
“Board of Directors” or
“Board”
Board of directors of our Company or a duly constituted committee thereof. For details of the
Board of Directors, see “Our Management” on page 79.
“Chairman and Managing
Director”
The Chairman and Managing Director of our Company. For details of the Chairman and
Managing Director, see “Our Management” on page 79.
“Chennai CFS” The container freight station of our Company situated at No:200, Ponneri High Road, Manali
New Town, Chennai, Tamil Nadu – 600 103, India.
“Director(s)” Any or all the directors on our Board, as may be appointed from time to time. For details of
the Directors, see “Our Management” on page 79.
“Equity Shareholder” A holder of Equity Shares, from time to time.
“Equity Shares” The equity shares of our Company of face value of ₹ 10 each.
“Executive Directors” Executive director(s) of our Company, unless otherwise specified. For details of the
Executive Directors, see “Our Management” on page 79.
“Fund Raising Committee” The committee of our Board constituted through the resolution dated June 10, 2020, for
purposes of this Issue and incidental matters thereof, consisting Prem Kishan Dass Gupta,
Ishaan Gupta, Arun Kumar Gupta, and Shukla Wassan.
“GDKL” Gateway Distriparks (Kerala) Limited, one of the Subsidiaries of our Company.
“GEIPL” Gateway East India Private Limited, one of the Subsidiaries of our Company.
“GRFL” Gateway Rail Freight Limited, the Material Subsidiary of our Company.
“Independent Director” A non-executive and independent director of our Company as per the Companies Act, 2013
and the SEBI Listing Regulations. For details of the Independent Directors, see “Our
Management” on page 79.
“Joint Managing Director” The Joint Managing Director of our Company. For details of the Joint Managing Director,
see “Our Management” on page 79.
“Joint Venture” Entities which meet the definition of a joint venture as per Ind AS 28.
2
Term Description
“Kochi CFS” The container freight station of our Subsidiary, GDKL, situated at Main Road, NH 47 C,
Vallarpadam, Kochi, Kerala – 682 504, India.
“Krishnapatnam CFS” The container freight station of our Company situated at Krishnapatnam Port Road, Opposite
Nidiguntapalem Railway Station, Thatipartipalem Village, Nidiguntapalem Post,
Venkatachalam Mandal, SPSR Nellore District, Andhra Pradesh – 524 323, India.
“Material Subsidiary” Gateway Rail Freight Limited, which has been identified by our Company based on the
materiality threshold adopted by our Board under the SEBI Listing Regulations.
“Memorandum
of Association”
The memorandum of association of our Company, as amended.
“Navi Mumbai – I CFS” The container freight station of our Company situated at Sector – 6, Dronagiri, Navghar
Village, Navghar, Uran, District Raigad, Maharashtra – 400 707, India.
“Navi Mumbai – II CFS” The container freight station operated and managed by our Company under an agreement
with Punjab Conware situated at Plot No.2, Sector – 2, Uran, District Raigad, Maharashtra –
400 707, India
“Non-Executive Director” A Director, not being an Executive Director of our Company.
“Promoter Group” The promoter group of our Company, in terms of the SEBI ICDR Regulations, and as
applicable to our Company.
“Promoters” Prem Kishan Dass Gupta, Ishaan Gupta, Mamta Gupta, Samvid Gupta, Prism International
Private Limited, and Perfect Communications Private Limited
“Registered Office” or
“Registered and Corporate
Office”
Registered office of our Company situated at Sector 6, Dronagiri, Tal: Uran, Dt: Raigad, Navi
Mumbai, Maharashtra – 400 707, India.
“Registrar of Companies,
Mumbai” or “RoC, Mumbai”
Registrar of Companies, Maharashtra at Mumbai.
“Registrar of Companies,
New Delhi” or “RoC, New
Delhi”
Registrar of Companies, National Capital Territory of Delhi and Haryana at New Delhi.
“Sub-Series A1 NCDs” Rated, listed, secured, redeemable, non-convertible debentures of our Company of face value
of ₹ 10.00 lakh each bearing a coupon rate of 11.50% per annum aggregating up to ₹
25,000.00 lakhs.
“Statutory Auditors” The statutory auditors of our Company, namely, S.R. Batliboi & Co. LLP, Chartered
Accountants.
“Subsidiaries” The subsidiaries of our Company, being, Gateway Rail Freight Limited, Gateway East India
Private Limited, and Gateway Distriparks (Kerala) Limited.
“Stakeholders’ Relationship
Committee”
The stakeholders’ relationship committee of our Board constituted in accordance with the
Companies Act and the SEBI Listing Regulations.
“Visakhapatnam CFS” The container freight station of our Subsidiary, GEIPL, situated near Sheelanagar,
Visakhapatnam, Andhra Pradesh – 530 012, India.
Issue Related Terms
Term Description
“Abridged Letter of Offer”
or “ALOF”
Abridged letter of offer to be sent to the Eligible Equity Shareholders with respect to this
Issue in accordance with the provisions of the SEBI ICDR Regulations and the Companies
Act, 2013.
“Allot”, “Allotment” or
“Allotted”
Allotment of Rights Equity Shares pursuant to this Issue.
“Allotment Account” The account opened with the Banker to this Issue, into which the Application Money lying
credit to the Escrow Account and amounts blocked by Application Supported by Blocked
Amount in the ASBA Account, with respect to successful Applicants will be transferred on
the Transfer Date in accordance with Section 40(3) of the Companies Act, 2013.
“Allotment Account Bank” Bank which is a clearing member and registered with SEBI as banker to an issue and with
whom the Allotment Account will be opened, in this case being, HDFC Bank Limited.
“Allotment Date” Date on which the Allotment shall be made pursuant to this Issue.
“Allottee(s)” Person(s) who shall be Allotted Rights Equity Shares pursuant to the Allotment.
“Applicant(s)” or
“Investor(s)”
Eligible Equity Shareholder(s) and/or Renouncee(s) who are entitled to apply or make an
application for the Rights Equity Shares pursuant to this Issue in terms of this Letter of
Offer.
“Application” Application made through (i) submission of the Application Form or plain paper Application
to the Designated Branch of the SCSBs or online/ electronic application through the website
of the SCSBs (if made available by such SCSBs) under the ASBA process, or (ii) filling the
online Application Form available on R-WAP, to subscribe to the Rights Equity Shares at
the Issue Price.
“Application Form” Unless the context otherwise requires, an application form (including online application
3
Term Description
form available for submission of application at R-WAP facility or though the website of the
SCSBs (if made available by such SCSBs) under the ASBA process) used by an Applicant
to make an application for the Allotment of Rights Equity Shares in this Issue.
“Application Money” Aggregate amount payable at the time of Application, i.e., ₹ 72 per Rights Equity Share in
respect of the Rights Equity Shares applied for in this Issue.
“Application Supported by
Blocked Amount” or
“ASBA”
Application used by an investor to make an application authorizing the SCSB to block the
Application Money in an ASBA account maintained with the SCSB.
“ASBA Account” Account maintained with the SCSB and specified in the Application Form or the plain paper
Application by the Applicant for blocking the amount mentioned in the Application Form
or the plain paper Application.
“Basis of Allotment” The basis on which the Rights Equity Shares will be Allotted to successful Applicants in
consultation with the Designated Stock Exchange under this Issue, as described in “Terms
of the Issue” on page 178.
“Banker to the Issue
Agreement”
Agreement dated July 20, 2020 entered into by and among our Company, the Registrar to
the Issue, the Lead Manager and the Banker to the Issue for receipt of the Application Money
in the Escrow Account from Applicants making an Application through R-WAP facility,
including for the purposes of refunding the surplus funds remitted by such Applicants after
Basis of Allotment, remitting funds to the Allotment Account from the Escrow Account and
SCSBs in case of Allottees, release of funds from Allotment Account to our Company and
other persons, as applicable and providing such other facilities and services as specified in
the agreement.
“Banker to the Issue” Collectively, the Escrow Collection Bank, the Allotment Account Bank and the Refund
Account Bank to the Issue.
“Controlling Branches” or
“Controlling Branches of
the SCSBs”
Such branches of the SCSBs which co-ordinate with the Lead Manager, the Registrar to the
Issue and the Stock Exchanges, a list of which is available on the website of SEBI and/or
such other website(s) as may be prescribed by the SEBI from time to time.
“Designated Branches” Such branches of the SCSBs which shall collect the Application Form or the plain paper
Application, as the case may be, used by the Investors and a list of which is available on the
website of SEBI and/or such other website(s) as may be prescribed by the SEBI or the Stock
Exchange(s), from time to time.
“Designated Stock
Exchange”
BSE
“Eligible Equity
Shareholders”
Equity Shareholders of our Company on the Record Date.
“Escrow Account” One or more no-lien and non-interest bearing accounts with the Escrow Collection Bank for
the purposes of collecting the Application Money from resident Investors making an
Application through the R-WAP facility.
“Escrow Collection Bank” Bank(s) which are clearing members and registered with SEBI as banker to an issue and
with whom the Escrow Account will be opened, in this case being, HDFC Bank Limited.
“Issue” Issue of up to 1,61,07,859 Rights Equity Shares of face value of ₹ 10 each of our Company
for cash at a price of ₹ 72 per Rights Equity Share (including a premium of ₹ 62 per Rights
Equity Share) aggregating up to ₹ 11,597.66 lakhs* on a rights basis to the existing Eligible
Equity Shareholders in the ratio of 4 Rights Equity Shares for every 27 fully paid-up Equity
Shares held by the existing Eligible Equity Shareholders on the Record Date.
* Assuming full subscription.
“Issue Agreement” Issue agreement dated July 21, 2020, between our Company and the Lead Manager,
pursuant to which certain arrangements are agreed to in relation to this Issue.
“Issue Closing Date” Thursday, August 13, 2020
“Issue Opening Date” Thursday, July 30, 2020
“Issue Period” The period between the Issue Opening Date and the Issue Closing Date, inclusive of both
days, during which Applicants can submit their Applications, in accordance with the SEBI
ICDR Regulations.
“Issue Price” ₹ 72 per Rights Equity Share.
“Issue Proceeds” / “Gross
Proceeds”
Gross proceeds of this Issue.
“Issue Size” Amount aggregating up to ₹ 11,597.66 lakhs*
* Assuming full subscription.
“Lead Manager” ICICI Securities Limited “Letter of Offer” This letter of offer dated July 21, 2020, filed with the Designated Stock Exchange, SEBI
and NSE for purposes of record keeping.
“Materiality Policy” ‘Policy for Determination and Disclosure of Material Events’ adopted by our Board in
4
Term Description
accordance with the requirements under Regulation 30 of the SEBI Listing Regulations,
read with the materiality policy adopted by the Fund Raising Committee through its
resolution dated July 18, 2020 for the purpose of litigation disclosures in this Letter of Offer.
“MCA Circular” General Circular No. 21/2020 dated May 11, 2020 issued by the Ministry of Corporate
Affairs, Government of India.
“Monitoring Agency” HDFC Bank Limited
“Monitoring Agency
Agreement”
Agreement dated July 20, 2020 entered into between our Company and the Monitoring
Agency in relation to monitoring of Net Proceeds.
“Net Proceeds” Issue Proceeds less Issue related expenses. For details, see “Objects of the Issue” on page
65.
“On Market Renunciation” The renunciation of Rights Entitlements undertaken by the Investor by trading them over
the secondary market platform of the Stock Exchanges through a registered stock broker in
accordance with the SEBI Rights Issue Circulars and the circulars issued by the Stock
Exchanges, from time to time, and other applicable laws, on or before Friday, August 7,
2020.
“Off Market Renunciation” The renunciation of Rights Entitlements undertaken by the Investor by transferring them
through off market transfer through a depository participant in accordance with the SEBI
Rights Issue Circulars and the circulars issued by the Depositories, from time to time, and
other applicable laws.
“Record Date” Designated date for the purpose of determining the Equity Shareholders eligible to apply for
Rights Equity Shares, being Friday, July 24, 2020.
“Refund Account Bank” The Banker to the Issue with whom the refund account will be opened, in this case being
HDFC Bank Limited.
“Registrar to the Issue” or
“Registrar”
Link Intime India Private Limited.
“Registrar Agreement” Agreement dated July 20, 2020 entered into between our Company and the Registrar in
relation to the responsibilities and obligations of the Registrar to the Issue pertaining to this
Issue, including in relation to the R-WAP facility.
“Renouncee(s)” Any person(s) who, not being the original recipient has/have acquired the Rights
Entitlement, in accordance with the SEBI ICDR Regulations read with the SEBI Rights
Issue Circulars.
“Renunciation Period” The period during which the Investors can renounce or transfer their Rights Entitlements
which shall commence from the Issue Opening Date. Such period shall close on Friday,
August 7, 2020, in case of On Market Renunciation. Eligible Equity Shareholders are
requested to ensure that renunciation through off-market transfer is completed in such a
manner that the Rights Entitlements are credited to the demat account of the Renouncee on
or prior to the Issue Closing Date.
“Rights Entitlements” /
“REs”
The right to apply for the Rights Equity Shares, being offered by way of this Issue, by an
Investor, in accordance with the SEBI ICDR Regulations read with the SEBI Rights Issue
Circulars, in this case being 4 Rights Equity Shares for every 27 fully paid up Equity Shares
held by an Eligible Equity Shareholder, on the Record Date, excluding any fractional
entitlements.
“Rights Entitlement Letter” Letter including details of Rights Entitlements of the Eligible Equity Shareholders. The
Rights Entitlements are also accessible through the R-WAP facility and on the website of
our Company.
“Rights Equity
Shareholders”
A holder of the Rights Equity Shares, from time to time.
“Rights Equity Shares” Equity shares of our Company to be Allotted pursuant to this Issue on Allotment.
“R-WAP” Registrar’s web based application platform accessible at www.linkintime.co.in, instituted as
an optional mechanism in accordance with SEBI circular bearing reference number
SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 6, 2020, for accessing/ submitting online
Application Forms by resident Investors.
“SCSB(s)” Self-certified syndicate banks registered with SEBI, which offers the facility of ASBA. A
list of all SCSBs is available at website of SEBI and/or such other website(s) as may be
prescribed by SEBI from time to time.
“Stock Exchanges” Stock exchanges where our Equity Shares are presently listed, being BSE and NSE.
“Transfer Date” The date on which Application Money held in the Escrow Account and the Application
Money blocked in the ASBA Account will be transferred to the Allotment Account in
respect of successful Applications, upon finalization of the Basis of Allotment, in
consultation with the Designated Stock Exchange.
“Wilful Defaulter” Company or person, as the case may be, categorised as a wilful defaulter by any bank or
financial institution (as defined under the Companies Act, 2013) or consortium thereof, in
accordance with the guidelines on wilful defaulters issued by the RBI and includes any
company whose director or promoter is categorised as such.
5
Term Description
“Working Day(s)” In terms of Regulation 2(1)(mmm) of the SEBI ICDR Regulations, working day means all
days on which commercial banks in Mumbai are open for business. Further, in respect of
Issue Period, working day means all days, excluding Saturdays, Sundays and public
holidays, on which commercial banks in Mumbai are open for business. Furthermore, the
time period between the Issue Closing Date and the listing of the Rights Equity Shares on
the Stock Exchanges, working day means all trading days of the Stock Exchanges, excluding
Sundays and bank holidays, as per circulars issued by SEBI.
Conventional terms or abbreviations
Term /Abbreviation Description / Full Form
“₹”, “Rs.”,“Rupees” or “INR” Indian Rupee.
“AIF(s)” Alternative investment funds, as defined and registered with SEBI under the Securities and
Exchange Board of India (Alternative Investment Funds) Regulations, 2012.
“ASBA Circulars” Collectively, SEBI circular SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009,
SEBI circular CIR/CFD/DIL/1/2011 dated April 29, 2011 and the SEBI circular, bearing
reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020.
“BSE” BSE Limited.
“CDSL” Central Depository Services (India) Limited.
“Central Government”,
“Government of India” or
“GoI”
Central Government of India.
“CIN” Corporate identity number.
“Companies Act, 1956” Erstwhile Companies Act, 1956 along with the rules made thereunder.
“Companies Act, 2013”or
“Companies Act”
Companies Act, 2013 along with the rules made thereunder.
“Depositories Act” Depositories Act, 1996.
“Depository” A depository registered with SEBI under the Securities and Exchange Board of India
(Depositories and Participants) Regulations, 2018.
“DIN” Director identification number.
“DIPP” Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,
Government of India.
“DP” or “Depository
Participant”
Depository participant as defined under the Depositories Act.
“DP ID” Depository participant identification.
“DPIT” Department for Promotion of Industry and Internal Trade, Ministry of Commerce and
Industry, Government of India, earlier known as Department of Industrial Policy and
Promotion.
“EBITDA” Aggregate of profit for the year with total tax expense, finance costs and depreciation and
amortisation expense and reducing share of net profit / (loss) from discontinuing operations
of associate accounted for using the equity method and exceptional items. For further details,
please see “Accounting Ratios and Capitalisation Statement” on page 159.
“EPS” Earnings per share.
“FCNR Account” Foreign Currency Non-Resident Account.
“FDI” Foreign direct investment.
“FDI Policy” The consolidated foreign direct investment policy notified by the DIPP (now DPIT) vide
circular no. D/o IPP F. No. 5(1)/2017- FC-1 dated August 28, 2017 effective from August
28, 2017.
“FEMA” Foreign Exchange Management Act, 1999, read with rules and regulations thereunder.
“FEMA Rules” Foreign Exchange Management (Non-debt Instruments) Rules, 2019.
“Financial Year” or “FY” or
“Fiscal”
Period of 12 months ended March 31 of that particular year.
“FPI” Foreign Portfolio Investor as defined under the SEBI FPI Regulations, registered with SEBI
under applicable laws in India.
“Fugitive Economic
Offender”
An individual who is declared a fugitive economic offender under Section 12 of the Fugitive
Economic Offenders Act, 2018.
“FVCIs” Foreign venture capital investors as defined in and registered with the SEBI, under the SEBI
FVCI Regulations.
“GDP” Gross domestic product.
“Government” Central Government and/or the State Government, as applicable.
“IEPF” Investor Education and Protection Fund
“IFRS” International Financial Reporting Standards.
“India” Republic of India.
6
Term /Abbreviation Description / Full Form
“Indian GAAP” Generally Accepted Accounting Principles followed in India.
“Ind AS” Indian Accounting Standards specified under Section 133 of the Companies Act, 2013 read
with Companies (Indian Accounting Standards) Rules, 2015, as amended.
“ISIN” International securities identification number.
“Income-tax Act” Income-tax Act, 1961.
“Listing Agreement” Equity listing agreements entered into between our Company and the Stock Exchanges in
terms of the SEBI Listing Regulations read along with SEBI Circular No.
CIR/CFD/CMD/6/2015 dated October 13, 2015.
“MAT” Minimum alternate tax.
“MCA” The Ministry of Corporate Affairs, Government of India.
“Mutual Fund” Mutual fund registered with SEBI under the Securities and Exchange Board of India (Mutual
Funds) Regulations, 1996.
“NACH” National Automated Clearing House.
“Net Asset Value per Equity
Share”
Net Worth for the year or period / Number of Equity shares subscribed and fully paid
outstanding as at the end of the year or period.
“Net Worth” Total of equity share capital, reserves and surplus, non-controlling interests, reduced by
capital redemption reserve and debenture redemption reserve.
“NEFT” National Electronic Fund Transfer.
“NR” or “NRs” Non-resident(s) or person(s) resident outside India, as defined under the FEMA.
“NRE Account” Non-resident external account.
“NRI” A person resident outside India, who is a citizen of India and shall have the same meaning as
ascribed to such term in the Foreign Exchange Management (Deposit) Regulations, 2016.
“NRO Account” Non-resident ordinary account.
“NSDL” National Securities Depository Limited.
“NSE” National Stock Exchange of India Limited.
“OCB” or “Overseas
Corporate Body”
A company, partnership, society or other corporate body owned directly or indirectly to the
extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of
beneficial interest is irrevocably held by NRIs directly or indirectly and which was in
existence on October 3, 2003 and immediately before such date had taken benefits under the
general permission granted to OCBs under FEMA.
“p.a.” Per annum.
“PAN” Permanent Account Number.
“Qualified Institutional
Buyers”
Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
Regulations
“RBI” Reserve Bank of India.
“Foreign Portfolio Investors”
or “FPIs”
Foreign portfolio investors as defined under the SEBI FPI Regulations.
“Regulation S” Regulation S under the US Securities Act.
“RTGS” Real Time Gross Settlement.
“SCRA” Securities Contracts (Regulation) Act, 1956.
“SCRR” Securities Contracts (Regulation) Rules, 1957.
“SEBI” Securities and Exchange Board of India.
“SEBI AIF Regulations” Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012.
“SEBI FPI Regulations” Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019.
“SEBI FVCI Regulations” Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations,
2000.
“SEBI ICDR Regulations” Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018.
“SEBI Listing Regulations” Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
“SEBI Rights Issue Circulars” Collectively, SEBI circular, bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13
dated January 22, 2020, bearing reference number SEBI/HO/CFD/CIR/CFD/DIL/67/2020
dated April 21, 2020 and SEBI circular bearing reference number
SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 6, 2020.
“SEBI Takeover Regulations” Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011.
“SEBI VCF Regulations” Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996.
“SMS” Short Message Service.
“State Government” Government of a state of India.
“Total Borrowings” Aggregate of current borrowings, non-current borrowings and current maturities of non-
current borrowings
“U.S.”,“USA” or “United
States”
United States of America, including the territories or possessions thereof.
7
Term /Abbreviation Description / Full Form
“US$”, “USD”, “$” or “U.S.
dollars”
United States Dollar.
“US Securities Act” U.S. Securities Act of 1933, as amended.
“US SEC” US Securities and Exchange Commission
“VCFs” Venture capital funds as defined in and registered with the SEBI under the SEBI VCF
Regulations or the SEBI AIF Regulations, as the case may be.
Industry Related Terms
Term Description
“CFS” Container freight station.
“ICD” In-land container depot.
“Indian Railways” Department of the Government of India, under the administration of the Ministry of
Railways.
“Punjab Conware” Punjab State Container and Warehousing Corporation Limited.
“SEIS” Service Exports from India Scheme.
8
NOTICE TO INVESTORS
The distribution of this Letter of Offer, the Abridged Letter of Offer, the Application Form, the Rights Entitlement
Letter, any other offering material and the issue of Rights Entitlements and the Rights Equity Shares on a rights
basis to persons in certain jurisdictions outside India is restricted by legal requirements prevailing in those
jurisdictions. Persons into whose possession this Letter of Offer, the Abridged Letter of Offer, the Application
Form or the Rights Entitlement Letter may come are required to inform themselves about and observe such
restrictions. For details, see “Restrictions on Purchases and Resales” on page 214.
Our Company is making this Issue on a rights basis to the Eligible Equity Shareholders and will dispatch this
Letter of Offer/ the Abridged Letter of Offer, the Application Form, the Rights Entitlement Letter and other Issue
material only to e-mail addresses of Eligible Equity Shareholders (in accordance with SEBI circular bearing
SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 6, 2020) who have provided an Indian address to our Company.
Those overseas shareholders who do not update our records with their Indian address or the address of their duly
authorised representative in India, prior to the date on which we propose to e-mail or send a physical copy of this
Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the Application Form shall not be
sent this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the Application Form.
Further, this Letter of Offer will be provided, only through email, by the Registrar on behalf of our Company or
the Lead Manager to the Eligible Equity Shareholders who have provided their Indian addresses to our Company
and who make a request in this regard. Investors can also access this Letter of Offer, the Abridged Letter of Offer
and the Application Form from the websites of the Registrar, our Company, the Lead Manager, and the Stock
Exchanges, and on R-WAP.
Our Company, the Lead Manager and the Registrar will not be liable for non-dispatch of physical copies of Issue
materials, including this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the
Application Form.
No action has been or will be taken to permit this Issue in any jurisdiction where action would be required for that
purpose, except that this Letter of Offer was filed with SEBI and the Stock Exchanges. Accordingly, this Letter
of Offer, Abridged Letter of Offer, the Rights Entitlements Letter or the Application Form or any offering
materials or advertisements in connection with the Issue may not be distributed in any jurisdiction outside India
and the Rights Equity Shares may not be offered or sold, directly or indirectly, in any jurisdiction, except in
accordance with legal requirements applicable in such jurisdiction. Receipt of this Letter of Offer, Abridged Letter
of Offer, the Rights Entitlements Letter or the Application Form (including by way of electronic means) will not
constitute an offer, invitation to or solicitation by anyone in any jurisdiction or in any circumstances in which such
an offer, invitation or solicitation is unlawful or not authorized or to any person to whom it is unlawful to make
such an offer, invitation or solicitation. In those circumstances, this Letter of Offer, the Abridged Letter of Offer,
the Application Form or the Rights Entitlement Letter must be treated as sent for information only and should not
be acted upon for subscription to Rights Equity Shares and should not be copied or re-distributed or passed on,
directly or indirectly, to any other person or published, in whole or in part, for any purpose. Accordingly, persons
receiving a copy of this Letter of Offer, the Abridged Letter of Offer, the Application Form or the Rights
Entitlement Letter should not, in connection with the issue of the Rights Equity Shares or the Rights Entitlements,
distribute or send this Letter of Offer, the Abridged Letter of Offer, the Application Form or the Rights Entitlement
Letter in or into any jurisdiction where to do so would or might contravene local securities laws or regulations or
would subject our Company, Lead Manager or their respective affiliates to any filing or registration requirement
(other than in India). If this Letter of Offer, the Abridged Letter of Offer, the Application Form or Rights
Entitlement Letter is received by any person in any such jurisdiction, or by their agent or nominee, they must not
seek to subscribe to the Rights Equity Shares or the Rights Entitlements referred to this Letter of Offer, the
Abridged Letter of Offer, the Application Form or the Rights Entitlement Letter.
Neither our Company nor the Lead Manager is making any representation to any person regarding the legality of
an investment in the Rights Entitlements or the Rights Equity Shares by such person under any investment or any
other laws or regulations. No information in this Letter of Offer should be considered to be business, financial,
legal, tax or investment advice.
Any person who makes an application to acquire Rights Entitlements and the Rights Equity Shares offered in this
Issue will be deemed to have declared, represented, warranted and agreed that such person is authorized to acquire
the Rights Entitlements and the Rights Equity Shares in compliance with all applicable laws and regulations
prevailing in such person’s jurisdiction and India, without requirement for our Company, the Lead Manager or
their respective affiliates to make any filing or registration (other than in India). In addition, each purchaser of
9
Rights Entitlements and the Rights Equity Shares will be deemed to have informed themselves about the
restrictions and observe the restrictions set forth in “Other Regulatory and Statutory Disclosures – Selling
Restrictions” and “Restrictions on Purchases and Resales” on pages 174 and 214, respectively.
Neither the delivery of this Letter of Offer nor any sale of Rights Equity Shares hereunder, shall, under any
circumstances, create any implication that there has been no change in our Company’s affairs from the date hereof
or the date of such information or that the information contained herein is correct as at any time subsequent to the
date of this Letter of Offer or the date of such information. The contents of this Letter of Offer should not be
construed as legal, tax or investment advice. Investors may be subject to adverse foreign, state or local tax or legal
consequences as a result of buying or selling of Rights Equity Shares or Rights Entitlements. As a result, each
investor should consult its own counsel, business advisor and tax advisor as to the legal, business, tax and related
matters concerning the offer of the Rights Equity Shares or Rights Entitlements. In addition, neither our Company
nor the Lead Manager nor any of their respective affiliates is making any representation to any offeree or purchaser
of the Rights Equity Shares regarding the legality of an investment in the Rights Equity Shares by such offeree or
purchaser under any applicable laws or regulations.
NO OFFER IN THE UNITED STATES
THE RIGHTS ENTITLEMENTS AND THE RIGHTS EQUITY SHARES HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “US
SECURITIES ACT”), OR ANY U.S. STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD,
RESOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR THE TERRITORIES OR
POSSESSIONS THEREOF (THE “UNITED STATES” OR “U.S.”), EXCEPT IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. THE RIGHTS
ENTITLEMENTS AND RIGHTS EQUITY SHARES REFERRED TO IN THIS LETTER OF OFFER ARE
BEING OFFERED AND SOLD IN OFFSHORE TRANSACTIONS OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH REGULATION S UNDER THE US SECURITIES ACT (“REGULATION S”) TO
EXISTING SHAREHOLDERS LOCATED IN JURISDICTIONS WHERE SUCH OFFER AND SALE OF THE
EQUITY SHARES IS PERMITTED UNDER LAWS OF SUCH JURISDICTIONS. THE OFFERING TO
WHICH THIS LETTER OF OFFER RELATES IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE
CONSTRUED AS, AN OFFERING OF ANY RIGHTS EQUITY SHARES OR RIGHTS ENTITLEMENTS
FOR SALE IN THE UNITED STATES OR AS A SOLICITATION THEREIN OF AN OFFER TO BUY ANY
OF THE SAID SECURITIES. ACCORDINGLY, YOU SHOULD NOT FORWARD OR TRANSMIT THIS
LETTER OF OFFER IN OR INTO THE UNITED STATES AT ANY TIME. THE RIGHTS EQUITY SHARES
ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS DESCRIBED IN
THE SECTION ENTITLED “RESTRICTIONS ON PURCHASES AND RESALES” ON PAGE 214.
Neither our Company, nor any person acting on behalf of our Company, will accept a subscription or renunciation
from any person, or the agent of any person, who appears to be, or who our Company, or any person acting on
behalf of our Company, has reason to believe is, in the United States when the buy order is made. No Application
Form should be postmarked in the United States, electronically transmitted from the United States or otherwise
dispatched from the United States or from any other jurisdiction where it would be illegal to make an offer of
securities under this Letter of Offer. Our Company is making this Issue on a rights basis to the Eligible Equity
Shareholders and will dispatch this Letter of Offer or the Abridged Letter of Offer, the Rights Entitlements Letter
and Application Form only to Eligible Equity Shareholders who have provided an Indian address to our Company.
Our Company, in consultation with the Lead Manager, reserves the right to treat as invalid any Application
Form which: (i) appears to our Company or its agents to have been executed in, electronically transmitted
from or dispatched from the United States or other jurisdictions where the offer and sale of the Rights
Equity Shares is not permitted under laws of such jurisdictions; (ii) does not include the relevant
certifications set out in the Application Form, including to the effect that the person submitting and/or
renouncing the Application Form is not in the United States and eligible to subscribe for the Rights Equity
Shares under applicable securities laws, and such person is complying with laws of jurisdictions applicable
to such person in connection with this Issue; or (iii) where either a registered Indian address is not provided
or where our Company believes acceptance of such Application Form may infringe applicable legal or
regulatory requirements; and our Company shall not be bound to issue or allot any Rights Equity Shares
in respect of any such Application Form.
Any person who acquires Rights Entitlements or Rights Equity Shares will be deemed to have declared, warranted
and agreed, by accepting the delivery of this Letter of Offer, that it is not, and that at the time of subscribing for
10
the Rights Equity Shares or the Rights Entitlements, it will not be, in the United States, and is authorized to acquire
the Rights Entitlements and the Rights Equity Shares in compliance with all applicable laws and regulations.
Our Company and the Lead Manager are not making, and will not make, and will not participate or otherwise be
involved in any offers or sales of the Rights Entitlements, the Rights Equity Shares or any other security with
respect to this Issue in the United States.
The Rights Entitlements and the Rights Equity Shares have not been approved or disapproved by the U.S.
Securities and Exchange Commission (the “US SEC”), any state securities commission in the United States or
any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits
of the offering of the Rights Entitlements, the Rights Equity Shares or the accuracy or adequacy of this Letter of
Offer. Any representation to the contrary is a criminal offence in the United States.
The above information is given for the benefit of the Applicants / Investors. Our Company and the Lead Manager
are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur
after the date of this Letter of Offer. Investors are advised to make their independent investigations and ensure
that the number of Equity Shares applied for do not exceed the applicable limits under laws or regulations.
11
PRESENTATION OF FINANCIAL INFORMATION AND OTHER INFORMATION
Certain Conventions
Unless otherwise specified or the context otherwise requires, all references in this Letter of Offer to (i) the ‘US’
or ‘U.S.’ or the ‘United States’ are to the United States of America and its territories and possessions; (ii) ‘India’
are to the Republic of India and its territories and possessions; and the ‘Government’ or ‘GoI’ or the ‘Central
Government’ or the ‘State Government’ are to the Government of India, Central or State, as applicable.
In this Letter of Offer, references to the singular also refer to the plural and one gender also refers to any other
gender, where applicable.
Unless otherwise stated, references to “we”, “us”, or “our” and similar terms are to Gateway Distriparks Limited on
a consolidated basis and references to “the Company” and “our Company” are to Gateway Distriparks Limited on a
standalone basis.
Financial Data
Unless stated otherwise or unless the context requires otherwise, the financial data in this Letter of Offer is derived
from the Audited Consolidated Financial Statements. Our Fiscal commences on April 1 and ends on March 31 of
the following calendar year. For details, see “Financial Statements” on page 83.
Our Audited Consolidated Financial Statements have been prepared in accordance with Ind AS, notified under
the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time). Our Company
publishes its financial statements in Indian Rupees. Any reliance by persons not familiar with Indian accounting
practices on the financial disclosures presented in this Letter of Offer should accordingly be limited.
Our Fiscal commences on April 1 of each year and ends on March 31 of the succeeding year, so all references to
a particular “Fiscal Year”, “Fiscal”, “Financial Year” or “FY” are to the 12 months period ended on March 31 of
that year.
In this Letter of Offer, any discrepancies in any table between the total and the sums of the amounts listed are due
to rounding off, and unless otherwise specified, all financial numbers in parenthesis represent negative figures.
Unless stated otherwise, throughout this Letter of Offer, all figures have been expressed in lakhs.
Market and Industry Data
Unless stated otherwise, market and industry data used in this Letter of Offer has been obtained or derived from
publicly available information, industry publications and sources. Industry publications generally state that the
information that they contain has been obtained from sources believed to be reliable but that the accuracy,
adequacy, completeness, reliability or underlying assumption are not guaranteed. Similarly, internal surveys,
industry forecasts, market research and industry and market data used in this Letter of Offer, while believed to be
reliable, have not been independently verified by our Company, the Lead Manager or their respective affiliates
and neither our Company, the Lead Manager, nor their respective affiliates make any representation as to the
accuracy of such information. Accordingly, Investors should not place undue reliance on this information.
Non-GAAP measures
Certain non-GAAP financial measures and certain other statistical information relating to our operations and
financial performance like Net Worth, return on Net Worth, Net Asset Value per Equity Share, ratio of non-current
liabilities-borrowings (including current maturities of long-term borrowings) / total equity, ratio of Total
Borrowings / total equity and earnings before interest, tax, depreciation and amortization have been included in
this Letter of Offer. We compute and disclose such non-GAAP financial measures and such other statistical
information relating to our operations and financial performance as we consider such information to be useful
measures of our business and financial performance. These non-GAAP financial measures and other statistical
and other information relating to our operations and financial performance may not be computed on the basis of
any standard methodology that is applicable across the industry and therefore may not be comparable to financial
measures and statistical information of similar nomenclature that may be computed and presented by other
companies and are not measures of operating performance or liquidity defined by Ind AS and may not be
comparable to similarly titled measures presented by other companies.
12
Currency of Presentation
Unless otherwise specified or the context otherwise requires, all references to:
• ‘INR’, ‘₹’, ‘Indian Rupees’ and ‘Rupees’ are to the legal currency of India; and
• ‘US$’, ‘USD’, ‘$’ and ‘U.S. Dollars’ are to the legal currency of the United States of America.
This Letter of Offer contains conversions of certain other currency amounts into Indian Rupees that have been
presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a
representation that these currency amounts could have been, or can be converted into Indian Rupees, at any
particular rate or at all.
The following table sets forth, for the dates indicated, information with respect to the exchange rate between the
Rupee and the respective foreign currencies:
S.
No.
Name of the Currency Exchange rates as on
March 31, 2020 (in ₹) March 31, 2019 (in ₹)
1. 1 United States Dollar (“USD”) 75.39 69.17
Source: www.fbil.org.in for March 31, 2020 and March 31, 2019.
Note: In the event that any of the abovementioned dates of any of the respective financial years is a public holiday, the previous
calendar day not being a public holiday has been considered.
13
FORWARD LOOKING STATEMENTS
Certain statements contained in this Letter of Offer that are not statements of historical fact constitute ‘forward-
looking statements’. Investors can generally identify forward-looking statements by terminology including
‘anticipate’, ‘believe’, ‘continue’, ‘can’, ‘could’, ‘estimate’, ‘expect’, ‘future’, ‘forecast’, ‘intend’, ‘may’,
‘objective’, ‘plan’, ‘potential’, ‘project’, ‘pursue’, ‘shall’, ‘should’, ‘target’, ‘will’, ‘would’ or other words or
phrases of similar import. Similarly, statements that describe our objectives, plans or goals are also forward-
looking statements. However, these are not the exclusive means of identifying forward-looking statements. All
statements regarding our Company’s expected financial conditions, results of operations, business plans and
prospects are forward-looking statements. These forward-looking statements may include planned projects,
revenue and profitability (including, without limitation, any financial or operating projections or forecasts) and
other matters discussed in this Letter of Offer that are not historical facts.
These forward-looking statements contained in this Letter of Offer (whether made by our Company or any third
party), are predictions and involve known and unknown risks, uncertainties, assumptions and other factors that
may cause the actual results, performance or achievements of our Company to be materially different from any
future results, performance or achievements expressed or implied by such forward-looking statements or other
projections. All forward-looking statements are subject to risks, uncertainties and assumptions about our Company
that could cause actual results to differ materially from those contemplated by the relevant forward-looking
statement. Important factors that could cause our actual results, performances and achievements to differ
materially from any of the forward-looking statements include, among others:
• impact of the coronavirus disease pandemic;
• lack of an efficient transportation network and reliable transportation infrastructure;
• adverse developments impacting trade volumes;
• reliance on a few large trade counterparts which contribute significantly to our container handling business;
• downturn in the business performance of manufacturers, retailers, large importers and exporters, and other
customers who engage shipping lines and other intermediaries to transport their cargo;
• the operation of public bonded warehouses pursuant to licenses granted to us, the subsistence of which
licenses is subject to certain conditions;
• our ability to effectively compete with other logistics service providers along with the competitive pressure
on prices and margins;
• us being subject to a variety of regulation, which may expose us to the risk of significant liability, if we fail
to comply with any existing or future regulations applicable to our business;
• exposure to risks related to the price and availability of fuel and electricity; and
• GRFL operating its container trains business relying on an agreement with the Indian Railways and certain
terms of this agreement being onerous in nature.
Additional factors that could cause actual results, performance or achievements to differ materially include, but
are not limited to, those discussed in the section “Risk Factors” on page 18.
By their nature, market risk disclosures are only estimates and could be materially different from what actually
occurs in the future. As a result, actual future gains, losses or impact on net interest income and net income could
materially differ from those that have been estimated, expressed or implied by such forward looking statements
or other projections. The forward-looking statements contained in this Letter of Offer are based on the beliefs of
management, as well as the assumptions made by, and information currently available to, the management of our
Company. Although our Company believes that the expectations reflected in such forward-looking statements are
reasonable at this time, it cannot assure investors that such expectations will prove to be correct. Given these
uncertainties, Investors are cautioned not to place undue reliance on such forward-looking statements. In any
event, these statements speak only as of the date of this Letter of Offer or the respective dates indicated in this
Letter of Offer and neither our Company nor the Lead Manager undertake any obligation to update or revise any
of them, whether as a result of new information, future events, changes in assumptions or changes in factors
affecting these forward looking statements or otherwise. If any of these risks and uncertainties materialise, or if
any of our Company’s underlying assumptions prove to be incorrect, the actual results of operations or financial
condition of our Company could differ materially from that described herein as anticipated, believed, estimated
or expected. All subsequent forward-looking statements attributable to our Company are expressly qualified in
their entirety by reference to these cautionary statements.
14
SUMMARY OF LETTER OF OFFER
The following is a general summary of certain disclosures included in this Letter of Offer and is neither exhaustive,
nor does it purport to contain a summary of all the disclosures in this Letter of Offer or all details relevant to
prospective investors. This summary should be read in conjunction with, and is qualified in its entirety by, the
more detailed information appearing elsewhere in this Letter of Offer, including the sections, “Objects of the
Issue”, “Outstanding Litigation and Defaults” and “Risk Factors” on pages 65, 163, and 18, respectively.
Summary of Primary Business
We are an integrated inter-modal logistics service provider, providing cargo transportation, handling, storage, and
other-related facilities and services in India. Our Subsidiary, Gateway Rail Freight Limited, is authorized to
operate container trains on the railway network established by the Indian Railways. Our Company, along with its
Subsidiaries, operates six container freight stations, four rail-linked inland container depots, and one domestic
terminal. We also operate a fleet of 31 train-sets, along with 531 trailers.
Objects of the Issue
The Net Proceeds are proposed to be utilised by our Company in accordance with the details set forth below:
(in ₹ lakhs)
Particulars Amount
Repayment / prepayment, in full or in part, of certain borrowings availed by our Company 11,328.02
Total Net Proceeds* 11,328.02
*Assuming full subscription and Allotment.
For details, see “Objects of the Issue” on page 65.
Subscription to the Issue by our Promoters and Promoter Group
Our Promoters and Promoter Group, by way of their letters dated July 21, 2020 (the “Promoters and Promoter
Group Letters”), have confirmed (i) to subscribe, to the full extent of their Rights Entitlements and have also
confirmed that they shall not renounce their Rights Entitlements; and (ii) to subscribe to Rights Equity Shares for
the Rights Entitlements, if any, which are renounced in their favour. Further, our Promoters have confirmed their
intention to apply for, and subscribe to, additional Rights Equity Shares and to any part of the unsubscribed portion
in this Issue, subject to compliance with the minimum public shareholding requirements, as prescribed under the
SCRR and the SEBI Listing Regulations.
The acquisition of Rights Equity Shares by our Promoters and members of our Promoter Group, over and above
their Rights Entitlements, as applicable, or subscription to the unsubscribed portion of this Issue, shall not result
in a change of control of the management of our Company. Our Company is in compliance with Regulation 38 of
the SEBI Listing Regulations and will continue to comply with the minimum public shareholding requirements
under applicable law, pursuant to this Issue.
Summary of financial information
A summary of the financial information of our Company and our Subsidiaries as at and for Fiscals 2020, 2019
and 2018, derived from audited consolidated financial statements of each of the respective years, is set out below:
(in ₹ lakhs, unless otherwise specified)
Particulars As at and for the Fiscal
2020 2019 2018
Equity Share capital 10,872.80 10,872.80 10,872.80
Net Worth 1,31,891.84 1,32,312.54 1,01,021.23
Revenue from operations 1,29,200.74 43,061.22 39,550.22
Profit for the year 10,391.99 36,519.43 8,316.06
Basic & diluted earnings per share for profit from continuing
operations attributable to equity holders of the parent:* (Face
value Rs 10 each)
9.98 33.22 7.61
Basic & diluted earnings/(loss) per share for profit from
discontinuing operations attributable to equity holders of the
(0.50) 0.36 -
15
Particulars As at and for the Fiscal
2020 2019 2018
parent:* (Face value Rs 10 each)
Basic & diluted earnings per share for profit from continuing
and discontinuing operations attributable to equity holders of
the parent:* (Face value Rs 10 each)
9.48 33.58 7.61
Net asset value per Equity Share (in ₹) 121.30 121.69 92.91
Total Borrowings# 76,324.31 83,168.66 14,751.10
*For the purposes of the above, “parent” shall be understood to mean Gateway Distriparks Limited. # does not include lease liability as per Ind AS 116, which is disclosed separately in the Audited Consolidated Financial
Statements.
Calculation of Net Worth and Net Asset Value per Equity Share
(in ₹ lakhs, except per share data)
Particulars As at the Fiscal
2020 2019 2018
Equity share capital (A) 10,872.80 10,872.80 10,872.80
Reserves and surplus (B) 1,20,798.09 1,21,307.50 90,051.49
Non-Controlling Interests (C) 1,064.30 975.59 885.29
Capital redemption reserve (D) 788.35 788.35 788.35
Debenture redemption reserve (E) 55.00 55.00 -
Net Worth (F) [A + B + C – D - E] 1,31,891.84 1,32,312.54 1,01,021.23
No. of Equity shares subscribed and fully paid outstanding as at year
ended March 31 (G)
10,87,28,049 10,87,28,049 10,87,28,049
Net Asset Value per Equity Share [F / G *10^5] (₹) 121.30 121.69 92.91
Details of Total Borrowings
(in ₹ lakhs)
Particulars As at the Fiscal
2020 2019 2018
Total current borrowings (A) 5,070.25 2,624.60 960.81
Total non-current borrowings (B) 64,771.40 74,160.73 10,387.64
Current maturities of non-current borrowings (C) 6,482.66 6,383.33 3,402.65
Total Borrowings# [A + B + C] 76,324.31 83,168.66 14,751.10 # does not include lease liability as per Ind AS 116, which is disclosed separately in the Audited Consolidated Financial
Statements.
For details of our Audited Consolidated Financial Statements, see “Financial Statements” on page 83.
Qualifications of the Statutory Auditors
There are no auditor qualifications which have not been given effect to in the Audited Consolidated Financial
Statements.
Summary of outstanding litigation and material developments
A summary of material outstanding legal proceedings involving our Company and our Subsidiaries, as on the date
of this Letter of Offer, is set out below:
(in ₹ lakhs, unless otherwise specified)
S. No. Type of Proceedings Number
of cases
Amount to
the extent
quantifiable
I. Litigation involving our Company
A. Proceedings involving moral turpitude or criminal liability on our Company 4 23.61
B. Proceedings involving material violations of statutory regulations by our Company Nil -
C. Matters involving economic offences where proceedings have been initiated against
our Company
Nil -
16
S. No. Type of Proceedings Number
of cases
Amount to
the extent
quantifiable
D. Other proceedings involving our Company which involve an amount exceeding the
Materiality Threshold or are otherwise material in terms of the Materiality Policy,
and other pending matters which, if they result in an adverse outcome would
materially and adversely affect the operations or the financial position of our
Company
6 13,390.14
Total 10 13,413.75
II. Litigation involving our Subsidiaries
A. Proceedings involving moral turpitude or criminal liability on our Subsidiaries Nil -
B. Proceedings involving material violations of statutory regulations by our
Subsidiaries
1 -
C. Matters involving economic offences where proceedings have been initiated against
our Subsidiaries
Nil -
D. Other proceedings involving our Company which involve an amount exceeding the
Materiality Threshold or are otherwise material in terms of the Materiality Policy,
and other pending matters which, if they result in an adverse outcome would
materially and adversely affect the operations or the financial position of our
Company
3 935.83
Total 4 935.83
For details, see “Outstanding Litigation and Defaults” on page 163.
Risk Factors
For details, see “Risk Factors” on page 18.
Contingent liabilities and commitments of our Company
A summary of the material contingent liabilities of our Company and our Subsidiaries not provided for, as at
March 31, 2020, in accordance with Ind AS 37 and as disclosed in the Audited Consolidated Financial Statements,
is as follows:
(in ₹ lakhs)
Particulars As at March 31, 2020
Guarantees excluding financial guarantees:
Bank Guarantees and Continuity Bonds executed in favour of The President of India through the
Commissioners of Excise and Customs and Sales Tax
5,06,374.47
Bank Guarantee and Continuity Bonds issued in favour of Punjab State Container and
Warehousing Corporation Limited in respect of Operations and Management Contract of their
CFS at Dronagiri Node, Nhava Sheva.
26,007.00
Financial Guarantees:
Corporate guarantees issued in favour of banks, financial institutions and State Industrial
Development Corporation for loans taken by subsidiaries (at carrying value).
5,700.65
Claims made by the parties not acknowledged as debts:
In case of Company (GDL)
- Container Corporation of India Not Ascertainable
- Others 17.00
Disputed Income Tax Claims (including Interest and Penalty to the extent ascertainable) not
acknowledged as debts
11,764.49
Claim from Customs 367.26
Disputed claims at District Consumer Redressal Forum related to fire at Punjab Conware CFS 46.23
Disputed Service Tax Claims (including penalty and excluding interest) in respect of Goods
Transport Agency Services
382.32
In case of subsidiary company: Gateway Rail Freight Limited
Northern Railway 148.94
Notice received dated November 11, 2019 from Additional Director General of Foreign Trade
[ADGFT] questioning Service Exports from India Scheme (SEIS) benefits availed by the
Company pertaining to financial years 2015-16 to 2017-18
10,068.78
In case of subsidiary company: Gateway East India Private Limited
17
Particulars As at March 31, 2020
Disputed Income Tax Claims (including Interest and Penalty to the extent ascertainable) not
acknowledged as debts
1,094.73
For details of the above and other contingent liabilities in accordance with Ind AS 37, see “Financial Statements”
on page 83.
Related Party Transactions
For details regarding our related party transactions during Fiscal 2020, in accordance with Ind AS 24, see
“Accounting Ratios and Capitalisation Statement” on page 159.
Financing Arrangements
There have been no financing arrangements whereby our Promoters, members of our Promoter Group, directors
of our Promoters, our Directors or their relatives have financed the purchase by any other person of securities of
our Company, other than in the normal course of business of the financing entity, during the period of six months
immediately preceding the date of this Letter of Offer.
Issue of Equity Shares for consideration other than cash in the last one year
Our Company has not issued Equity Shares for consideration other than cash during the period of one year
preceding the date of this Letter of Offer.
18
SECTION II: RISK FACTORS
An investment in equity shares involves a high degree of risk. You should carefully consider each of the following
risk factors and all other information set forth in this Letter of Offer, including the risks and uncertainties
described below, before making an investment in the Equity Shares. This section should be read together with the
Audited Consolidated Financial Statements and other financial information included elsewhere in this Letter of
Offer.
The risks and uncertainties described below are not the only risks that we currently face, or which are relevant
to our Equity Shares or the industry or the regions in which we operate. Additional risks and uncertainties not
presently known to us, or that we currently believe to be immaterial, may also adversely affect our business,
prospects, financial condition and results of operations and cash flow. If any or some combination of the following
risks, or other risks that are not currently known or believed to be material, actually occur, our business, financial
condition and results of operations and cash flow could suffer, the trading price of, and the value of your
investment in, Equity Shares could decline and you may lose all or part of your investment. In making an
investment decision you must rely on your own examination of us and the terms of this Issue, including the merits
and risks involved. Prospective investors should consult their tax, financial and legal advisors about the particular
consequences to you of an investment in the Issue.
Unless specified in the relevant risk factor below, we are not in a position to quantify the financial implication of
any of the risks mentioned below. Further, some events may be material collectively rather than individually.
This Letter of Offer also contains forward-looking statements that involve risks and uncertainties. Our results
could differ materially from such forward-looking statements as a result of certain factors including the
considerations described below and elsewhere in this Letter of Offer.
Unless otherwise stated or unless the context suggests otherwise, references to “we”, “us”, “our” and similar
terms are to Gateway Distriparks Limited on a consolidated basis and references to the “Company” are to
Gateway Distriparks Limited on a standalone basis.
1. The impact of the coronavirus disease (“COVID-19”) pandemic on our business, cash flows, results of the
operations and financial condition are uncertain and cannot be predicted.
The COVID-19 pandemic and global health concerns relating to this outbreak have had a severe negative
impact on, among other things, financial markets, liquidity, economic conditions, and trade and could
continue to do so or could worsen for an unknown period of time, that could, in turn, have a material adverse
impact on our Company’s business, cash flows, results of operations and financial condition, including
liquidity, asset quality and growth.
The impact of the COVID-19 pandemic on our business will depend on a range of factors which we are not
able to accurately predict, including the duration, severity and scope of the pandemic, the impact of the
pandemic on economic activity in India and globally, the nature and severity of measures adopted by
governments, and the timeliness and effectiveness of such measures in containing and mitigating the effects
of the COVID-19 pandemic. These factors include, but are not limited to:
• Disruptions to global trade and supply chain and the operations of our customers, such as manufacturers
having a global business and retailers and other customers on whom we are reliant for our business;
• Financial stresses, which may force us to take measures to reduce our operating costs with an adverse
long-term impact on our Company, including laying off or furloughing our workers, which may result in
operational difficulties once we resume large-scale operations;
• Significant volatility in financial markets (including exchange rate volatility) and measures adopted by
governments and central banks that further restrict liquidity, which may limit our access to funds, leading
to shortages of cash or increase the cost of raising such funds;
• An adverse impact on our ability to engage in new expansion activities;
• Abilities of State and Central Governments to be able to contain the spread of the pandemic and thereby
19
enable economic activity; and
• Availability of labour and our ability to ensure the safety of our workforce and continuity of operations
while conforming with measures implemented by the Central Government and the State Governments in
relation to health and safety of our employees, which may result in increased costs.
Further, a prolonged weakness in the global and domestic Indian financial and economic situation may have
a negative impact on third parties with whom we do, or may do, business. Consequently, we may not be able
to engage in new strategic transactions, if any, that we could otherwise pursue, on the agreed terms and
within anticipated timelines, or at all. Any of these factors could adversely affect our business, financial
condition, cash flows and results of operations.
In view of the rapid and diffused spread of COVID-19 globally, the National Disaster Management
Authority, through an order dated March 24, 2020, instructed all ministries and departments of the
Government of India, State Governments and other authorities to take measures to ensure social distancing
and the Ministry of Home Affairs issued its guidelines on March 24, 2020, in relation to measures to be
taken by such Governments and authorities – in view of these orders, a significant proportion of commercial
and private establishments were required to be shut down. However, services provided by us were exempt
from this restriction and, accordingly, all business locations of our Company and Subsidiaries remained
operational. However, in the event that there is a persistent increase in the number of COVID-19 cases in
one or more locations in which we operate, the Government of India, State Governments or local
Governments may take measures that restrict our operations or increase our operating costs further, including
ordering the suspension of some or all of our services. Should this be the case, our profitability may decline
considerably, and we may have to partially or completely suspend our operations, which shall have a material
adverse effect on our business, financial condition, results of operations and cash flows.
The extent to which the COVID-19 outbreak impacts our business, cash flows, results of operations and
financial condition will depend on future developments, including the timeliness and effectiveness of actions
taken or not taken to contain and mitigate the effects of COVID-19 both in India and internationally by
governments, central banks, healthcare providers, health system participants, other businesses and
individuals, which are highly uncertain and cannot be predicted. A rapid increase in severe cases and deaths
where measures taken by governments fail or are lifted prematurely, may cause unprecedented economic
disruption in India and in the rest of the world. The scope, duration and frequency of such measures and the
adverse effects of COVID-19 remain uncertain and are likely to be severe.
As of the date of this Letter of Offer, there is uncertainty relating to the severity of the adverse impact of the
COVID-19 pandemic on the global economy, global financial markets and the Indian economy, and
accordingly, we are unable to accurately predict the impact of the COVID-19 pandemic on our business. Our
Company has been striving to evaluate the impact of COVID-19, and shall continue to do so. To the extent
that the COVID-19 pandemic adversely affects our business and operations, it may also have the effect of
heightening many of the other risks described in this “Risk Factors” section.
2. The lack of an efficient transportation network and reliable transportation infrastructure may have an
adverse effect on our business, results of operations and financial condition.
We are an integrated inter-modal logistics service provider, providing cargo transportation, handling, storage,
and other-related facilities and services in India. We operate four container freight stations (“CFSs”) located
at Navi Mumbai (the “Navi Mumbai – I CFS” and “Navi Mumbai – II CFS”), Chennai (the “Chennai
CFS”), Krishnapatnam (the “Krishnapatnam CFS”) and two CFSs at Kochi (the “Kochi CFS”) and
Visakhapatnam (the “Visakhapatnam CFS”), through our subsidiaries, Gateway Distriparks (Kerala)
Limited and Gateway East India Private Limited, respectively. These contributed 9.50%, 8.70%, 5.20%,
1.00%, 1.10%, and 2.60% to our revenue from operations, respectively, for the year ended March 31, 2020.
As of June 30, 2020, we also own a fleet of 193 trailers for transportation between maritime ports and the
CFSs. In addition, our subsidiary, Gateway Rail Freight Limited (“GRFL”), provides container rail
transportation service between the maritime ports at Nhava Sheva, Mundra, and Pipavav and the four inland
container depots owned and operated by it at Gurugram, Ludhiana, Faridabad, and Viramgam, and
additionally operates a domestic terminal at Navi Mumbai. These four ICDs and the domestic terminal
contributed 28.47%, 27.65%, 10.67%, 0.23%, and 0.03% to our revenue from operations, respectively, for
the year ended March 31, 2020. As of June 30, 2020, GRFL operates a fleet of 31 train-sets along with 338
trailers which facilitate last-mile pick-up and delivery of cargo. As a result, our operations are reliant upon
20
the availability of an extensive and reliable transportation network and transportation infrastructure (including
road and rail infrastructure) in India.
Historically, the investment, development, and maintenance of transportation infrastructure in India,
particularly in rail and road networks that we use, has been less developed, when compared to developed
countries. This transportation infrastructure may suffer from inadequacies, suffer due to congestion, or be
subject to adverse regulatory or administrative restrictions, which may result in corresponding delays in our
schedules or other disruptions to our operations.
While the Government has, in the past, announced various initiatives aimed at strengthening the
transportation infrastructure in India this requires major capital expenditure and policy and administrative
focus. In particular, delays in the implementation of freight corridors, including the proposed multi-modal
high axle load dedicated freight corridor may adversely affect container traffic, which may in turn affect the
growth prospectus our freight business. We cannot assure you that the road, rail and general transportation
infrastructure will improve to a level or be maintained at such level that would result in improvement in our
business or that the planned improvements to such infrastructure will be completed in a timely manner, or at
all, which may adversely affect our business, results of operations and financial condition.
3. Adverse developments impacting trade volumes may have an adverse effect on our business, results of
operations and financial condition.
Our business, margins, and results of operations are affected by the volume of our business – this, in turn, is
contingent upon trade volumes worldwide as well as the volumes of export and import in India. Global trade
volumes and volumes of export and import in India are significantly affected by changes in global, regional
and local economic, financial and political conditions that are outside of our control, including as a result of:
• changing economic cycles and other macroeconomic developments;
• the imposition of trade barriers, sanctions, boycotts and other measures;
• significant variations in the exchange rates applicable to currencies in the regions in which customers
operate;
• governmental reactions to economic conditions and developments;
• trade disputes and other hindrances to work, particularly in the logistics services industry;
• geopolitical circumstances, including deteriorating international trade relations;
• acts of war, hostilities, natural disasters, epidemics or terrorism; and
• changes in freight rates.
Any delay in or obstruction of the further liberalization of trade with the markets from which we receive
cargo, or to which cargo passing through our CFSs is shipped, slowing economic growth (due to factors such
as economic fluctuations, wars, natural disasters or internal developments such as political realignments) or
the imposition of new trade barriers (such as rail, road and other tariffs; minimum prices; political, economic
or military sanctions; export subsidies and import restrictions or duties) in India or globally, could lead to
lower growth or a decline in the volume of trade and, consequently, to a decline or slower growth in cargo
container handling. Due to our dependence on the volume of container traffic and freight rates, such
developments could adversely impact our growth prospects and could have an adverse effect on our business,
results of operations and financial condition.
Further, our performance is significantly influenced by the political and economic situation and governmental
policies in India given that all of our CFSs and ICDs are located in India. Any adverse developments in India
can therefore have an adverse effect on our business, cash flows, results of operations or financial condition.
4. Few large trade counterparts contribute significantly to our container handling business and our failure
to retain one or more of them will have an adverse effect on our business and results of operations.
We source our business primarily from shipping lines and freight forwarders who, in exchange for a certain
tariff for their activities, engage us to transport cargo to and from, and store and manage cargo at, our CFSs
on behalf of exporter and importers. There are only a few major shipping lines, freight forwarders, and large
importers and exporters, who control a large part of the market for international ocean transport. During Fiscal
2020, we handled for our top five shipping line counterparts 1,96,797 TEUs, which accounted for 14.80% of
our total container volume handled.
21
Shipping lines, freight forwarders, and major importers and exporters are concentrated among a few large
players that control the market. As a result, we are significantly dependent on our relationship with these
large players for our business and results of operations. Further, we either do not enter into contracts with
them or enter into short-term contracts that are ordinarily for a one – two year period, which are generally
subject to negotiations. Our reliance on a small number of trade counterparts may also constrain our ability
to negotiate these agreements, which may adversely affect our business and results of operations.
Further, the decision of these counterparts to continue to engage us is largely dependent on the services we
offer, the quality, timeliness and reliability of such services, our pricing, and the overall competitive scenario,
among others. If there is a decline in our levels of service, an increase in our pricing, or increased competition,
our business and results of operations will be adversely affected.
5. A downturn in the business performance of manufacturers, retailers, large importers and exporters, and
other customers who engage shipping lines and other intermediaries to transport their cargo could
adversely affect our business, margins, results of operations and financial condition.
As CFS and ICD operators, we are primarily engaged in providing services to shipping lines, importers,
exporters, and other service providers, who are engaged by manufacturers, retailers and other customers to
serve their needs along their supply chains. We are, therefore, reliant on the business performance and growth
of such manufacturers, retailers and other customers for our own business performance and growth. Any
stoppages or decline in the sales of products of manufacturers, retailers or other importers and exporters
served by such shipping lines and other intermediaries in a geographic market served by us, may lead to a
corresponding decrease in the demand for our services. Adverse developments in our customers’ business
performance could, therefore, have an adverse effect on our business, financial condition, margins and results
of operations.
6. We operate public bonded warehouses pursuant to licenses granted to us, the subsistence of which licenses
is subject to certain conditions. Failure to comply with such conditions could result in its cancellation,
thereby adversely affecting our business, operations and financial condition.
Our Company has established public bonded warehouses at Navi Mumbai, Krishnapatnam, and Chennai.
Similarly, GRFL has set up public bonded warehouses at Gurugram and Faridabad. Licenses for these public
bonded warehouses are granted under the Customs Act, 1962 and are, ordinarily, subject to various onerous
conditions imposed on us, some of which are as follows:
• No goods other than those specifically permitted may be stored in the bonded warehouses;
• We are responsible for the safe custody of the bonded goods;
• Goods only up to a certain permissible assessable value may be stored at the bonded warehouses;
• Maintenance of stock books and stock cards in a manner prescribed by the customs authorities;
• Bonded goods are to be insured before warehousing;
• Separate arrangements to be made for sensitive and non-sensitive goods; and
• For bonded goods with expired bonds, such goods to be shifted by us at our cost.
If we are unable to comply with the conditions of our public bonded warehouse licenses thereby resulting in
the cancellation of such licenses or fail to renew them in a timely manner, or at all, our business, operations
and financial conditions could be adversely affected.
7. Failure to effectively compete with other logistics service providers along with the competitive pressure on
prices and margins could have an adverse effect on our business, margins, operations, and financial
condition.
We face competition from various international and domestic logistics companies. Our competitors may have
significantly greater financial or marketing resources and operate larger global networks than we do and may
decide to set up their CFS operations at a place of greater strategic significance than our CFSs. Further, we
operate within an industry wherein competition is concentrated within each geography between a few CFS
or ICD operators. Pricing is unregulated in our industry and is a key differentiator in our industry and,
accordingly, our competitors may engage in price competition. This is further exacerbated since we usually
either do not enter into agreements, or enter into short term agreements, for a period of one to two years, with
22
counterparts such as shipping lines and freight forwarders. Increased competition may require us to lower our
prices or we may lose our customers and counterparts. If we do not maintain or gain sufficient market presence
or are unable to differentiate ourselves from our competitors, we may not be able to compete effectively with
our competitors. Our ability to compete effectively may be constrained by the following factors:
• Loss of key members of our management team and experienced employees (in particular, those that have
relationships with our key customers) to our competitors;
• Competitors may enter into alliances with international transportation or logistics services providers and
have access to an extensive distribution network, larger customer base as well as resources and
technologies that may not be available to us;
• Our competitors may be able to procure land and funding for CFS and ICD operations at more favorable
terms than us;
• Consolidation between competitor CFS and ICD operators and other container shipping companies could
also have the effect of reducing the number of shipping customers available to us and increasing the
access that such competing freight stations may have to the major shipping lines;
• Our competitors may deploy more advanced technology; and
• Certain domestic or regional competitors may have a lower cost base than ours.
As a result, we may not be able to compete effectively with our existing or potential competitors. In addition,
increased competition, including as a result of Government emphasis on foreign investment and greater
private sector participation in infrastructure sectors, may reduce the growth of our customer base, reduce our
market share and result in higher selling and promotional expenses. Therefore, if we are unable to compete
effectively with our competitors, we may experience a decline in revenues and profitability and our business,
margins, operations and financial condition could be adversely affected.
8. We are subject to a variety of regulation and may be exposed to the risk of significant liability, if we fail to
comply with any existing or future regulations applicable to our business.
Our CFS operations and GRFL’s rail freight business are subject to extensive laws and regulations governing,
among other things, the custodianship of imported and exported goods; the operation of public bonded
warehouses; the handling and storage of hazardous cargo; environmental protection; and health and safety.
Our operations are subject to us complying with these laws and regulations and the terms and conditions
prescribed at the time of receipt of licenses and approvals from governmental, statutory, and regulatory
authorities.
Some of the licenses we are required to obtain may expire in the ordinary course of business and applications
for renewal of these approvals are submitted in accordance with applicable procedures and requirements. We
are in the process of applying for the renewal of certain key licenses and approvals. For further details, see
“Government Approvals” on page 167. While we have made applications for renewal of these licenses and
approvals, we cannot assure that the approvals shall be renewed or will be granted in a timely manner. Any
inability to renew or failure to obtain any of these approvals in a timely manner, or at all, may have an adverse
effect on our operations. We cannot assure you that such approvals will be issued or granted to us, or at all.
Further, the regulations and policies applicable to us may also increase the cost of compliance to be borne by
us. The adoption of stricter health and safety laws and regulations, stricter interpretations of existing laws,
increased governmental enforcement of laws or other developments in the future may require that we make
additional capital expenditures, incur additional expenses or take other actions in order to remain compliant
and maintain our current operations. Further, monitoring legal developments and maintaining internal
standards and controls in order to abide by rules and regulations applicable to us can be costly and may detract
management’s attention, which could adversely affect our operations.
9. We are exposed to risks related to the price and availability of fuel and electricity, which could adversely
affect our business, margins, and operations.
23
Transportation charges are our largest operating expense. These charges are incurred primarily on account of
last-mile pickup and delivery to / from customer locations, for which we routinely also engage third party
transport service providers. Further, expenses on power and fuel constitute a significant portion of our other
expenses. As of June 30, 2020, our Company and Subsidiaries hold 31 train-sets, 531 tractor trailers, 53 reach
stackers (including empty handlers), 12 hydra cranes, and 64 forklifts. We also have a temperature controlled
and reefer facilities to store and transport temperature sensitive cargo. In addition, we also rely on diesel
generators for our electricity requirements at our CFSs. As a result, our operations are energy intensive –
transportation charges constituted 52.00% of our total income and power and fuel expenses constituted 1.42%
of our total income for Fiscal 2020, respectively.
As a result of the Government’s deregulation of fuel prices in India, oil marketing companies are now able to
decide on the prices of fuel and that the fuel prices will be benchmarked to international crude oil prices on a
daily basis. The cost of fuel has fluctuated significantly in recent periods due to various factors beyond our
control, including international prices of crude oil and petroleum products, global and regional demand and
supply conditions, geopolitical uncertainties, import cost of crude oil, government policies and regulations
and the availability of alternative fuels. While agreements with customers allow for us to pass these increased
costs onto our customers, significant fuel cost increases, shortages or supply disruptions could materially and
adversely affect the sector's cost structure and margins and our Company’s results of operations and financial
condition.
We source almost all the electricity requirements for our facilities from local utilities. If supply is not available
for any reason, we will need to rely on alternative sources, which may not be able to consistently meet our
requirements. The cost of electricity purchased from alternative sources could be significantly higher, thereby
adversely affecting our profitability. Further, while we maintain power back-up in the form of diesel generator
sets, we cannot assure you that we will successfully be able to prevent disruptions in our operations in case
of non-availability of adequate supply of power.
Additionally, we cannot assure you that we will be able to pass on the increased cost of power and fuel to our
counterparties partially or fully. Increases in fuel costs, to the extent not offset by rate per kilometre increases
could have an adverse effect on our operating margins and consequentially, our business and profitability.
10. Our Statutory Auditors have provided certain matters of emphasis relating to the Audited Consolidated
Financial Statements of our Company. We cannot assure you that such matters of emphasis will not arise
in the future.
Our Statutory Auditors have included certain matters of emphasis in their report to the Audited Consolidated
Financial Statements. The Statutory Auditors have drawn attention to the following:
• notice dated November 11, 2019 received by our Subsidiary, GRFL, from the Additional Director
General of Foreign Trade questioning SEIS benefits received by it for Fiscal 2016 to Fiscal 2018 under
the provisions of the Foreign Trade (Development and Regulation) Act, 1992.
• the relevant note of the Audited Consolidated Financial Statements, which describes the management’s
assessment of the impact of the uncertainties related to the outbreak of Covid-19 on the business
operations of the Group.
• recognition of ₹ 2,054.00 lakhs of MAT credit by our Subsidiary, GEIPL, based on its assessments. The
management of the Company based on the future business plans believes that the Company will be able
to utilize the MAT credit and, accordingly, no provision has been made in the books of accounts.
For details, see “Financial Statements” on page 83.
Investors should consider these matters in evaluating our financial position, cash flows and results of
operations. There is no assurance that our auditors’ reports for any future Fiscals will not contain such matters
of emphasis.
11. GRFL operates its container trains business relying on an agreement with the Indian Railways and certain
terms of this agreement are onerous in nature. The termination of this agreement could adversely affect
business, cash flows and results of operations.
24
GRFL operates and manages its container trains business relying on a concession agreement entered into with
the President of India, acting through the Railway Administration, Northern Railway (“Railway
Administration”). GRFL is reliant on this agreement to run its container trains on the railway network
established by the Indian Railways – it gives GRFL the right to require the Railway Administration to haul
its trains carrying exim traffic and / or domestic traffic. In Fiscal 2020, GRFL contributed 67.20% to our total
income on a consolidated basis.
The agreement prescribes that haulage charges to be paid to the Railway Administration for the running of
the container trains shall be at such rates as may be prescribed by the Railway Administration from time to
time. Further, in terms of the agreement, GRFL is required to operate wagons, which conform to the wagon
capacity and moving dimensions as may be notified by the Ministry of Railways. However, the Railway
Administration may, from time to time, at its sole discretion introduce new specifications for such wagons.
GRFL is, within a reasonable period of time of such change, required to upgrade its wagons to ensure
compliance with the revised specifications, failing which, it may be liable for additional surcharge as may be
prescribed by the Railway Administration. Any such change(s) to either the haulage charges or changes to
the technical specifications (and corresponding levy of additional surcharge, where applicable), could
adversely affect the business, cash flows, margins, and results of operations of GRFL.
Additionally, in the event an emergency is declared the President of India, the Government of India has the
unilateral right to make use of GRFL’s wagons. This may impede GRFL’s ability to conduct its business
operations and, accordingly, affect cash flows and results of operations.
The terms of this agreement provide for certain events, which entitle the Railway Administration to terminate
the agreement. These events include, among others, GRFL failing to comply with maintenance standards set
for its wagons by the Railway Administration, GRFL’s failure to make payments to the Railway
Administration in accordance with the agreement, a transfer of GRFL’s rights in the agreement in a manner
that is in breach of its provisions, and any material default in complying with the provisions of the agreement,
among others. The termination of the agreement would require GRFL to cease its operations on the railway
network of the Indian Railways, which is the only railway network in India. In addition, GRFL may be
required to terminate other contracts entered into with third parties due to its inability to perform its
obligations under such contracts. Cancellation could, therefore, have an adverse effect on GRFL’s ability to
operate and manage its business and may have an adverse effect on its business, cash flows and results of
operations.
12. Our services and operations are exposed to operational risks such as breakdown of equipment, accidents,
labour disputes and natural disasters. Our business and results of operations could, accordingly, be
adversely affected, in the event that any of these risks materialise.
Our operations may be adversely affected by many factors, such as the equipment breakdown and
malfunctioning, strikes; lockdowns and other labour disputes; natural disasters; underqualified equipment
operators; and a downturn in the overall performance of the container and shipping industry. We may have
to bear significant repair and maintenance costs for malfunction or breakdown of our equipment or machinery
or may have to bear the cost of replacement of such machinery, in the event that the malfunction or breakdown
is irreparable. In certain events, our operations may need to be suspended until we procure such replacement
machinery, which may have an adverse effect on our business, results of operations and financial condition.
Any malfunction or breakdown of may also adversely affect the quality of products, particularly those that
are perishable in nature, stored with us. Consequently, we may be in breach of our contractual obligations to
our customers. Any breach of our obligations may result in termination of our contracts with our customers,
which could have an adverse effect on our business, results of operations and financial condition. Further, we
may also be exposed to public liability risks from end users for defects in the quality of the products stored
at our facilities.
13. We handle and store hazardous goods at certain of our facilities, thereby exposing us to the risk of injury
to people and property.
Certain of our CFSs have been granted authorisation for handling and storage of hazardous cargo by the
customs authorities. Further, while we obtain declarations and documentation in the form of import general
manifests at these CFSs, which include a description of the nature of goods being transported, handled, or
25
stored by us, we undertake no independent verification of the containers being handled by us. Similarly, while
GRFL does not hold licenses for handling and storage of hazardous substances, it carries out no independent
verification of cargo being handled by it. Accordingly, we are unable to guarantee that these parcels do not
contain any hazardous goods, which exposes us to the risks associated with handling these goods.
If improperly handled or subjected to unsuitable conditions, such materials could seriously hurt or even fatally
injure employees or other persons and could cause damage to our properties and the properties of others or
could cause environmental damages. If any damage or injury occurs as a result of our handling, storage or
transportation of hazardous, materials, we may be subject to claims from third parties, and bear liability, for
such damage or injury even if we were unaware of the presence of the hazardous, explosive or illegal materials.
For instance, in a suit for recovery of damages initiated by Wanxiang International Flavors & Fragrances Pte
Ltd, DKSH India Private Limited, and certain others (the “Petitioners”) against our Company, Punjab
Conware, and the Navi Mumbai – II CFS (“Respondents”), it was alleged that certain goods stored at our
warehouse were damaged due to fire. In this context, it was alleged that the Respondents had, among others,
failed to have adequate checks in place to identify hazardous goods and were, therefore, negligent and in
breach of contract and their duty of care to the Petitioners for goods held in bailment. For further details, see
“Outstanding Litigation and Defaults” on page 163. Any adverse order is this, or other such matters, could
have a material adverse effect on our business and financial condition.
14. Our failure to maintain adequate standards for the storage of perishable products stored with us or
transported by us could have a negative effect on our business.
In our temperature-controlled operations, wherein we store and transport refrigerated containers, adequate
standards for storage of perishable products that we store and transport are required to be maintained. This
includes providing electricity to the containers while stored with, and transported by, us and monitoring
temperature as per the client’s instructions. However, if we fail to perform these services in accordance with
prescribed standards, we may be unable to retain our temperature-controlled logistics customers which will
have an adverse effect on our business, growth prospects and our financial results.
Furthermore, obtaining insurance for losses incurred in relation to perishable products is often cost
prohibitive. Hence, we may not have adequate insurance coverage or any coverage to mitigate risks associated
with losses related to perishable products stored and transported by us.
15. We own and lease large tracts of land, hold a large fleet of vehicles and machinery, and have a large
number of employees, resulting in significant fixed costs to our Company. In the event we are not able to
generate adequate cash flows it may have a material adverse impact on our operations.
Logistics service providers, such as ourselves and our Subsidiaries, ordinarily own and maintain a large
amount of the infrastructure that facilitates us undertaking our business activities. We are also required to
deploy a large workforce, since these business activities are labour-intensive in nature. As on June 30, 2020,
our Company, along with its Subsidiaries, held and operated six CFSs, four ICDs, and one domestic terminal
spread across 422.80 acres of land (of which 116.71 acres is held on a leasehold basis), holds 31 train-sets (of
which, 21 are owned and 10 are leased) and 531 tractor trailers, and had 372 permanent employees.
Additionally, we own a large fleet of sophisticated and modern freight equipment, resulting in increased fixed
costs to our Company. As of June 30, 2020, we had a fleet of 53 reach stackers (including empty handlers),
12 hydra cranes, and 64 forklifts.
We have neither historically used nor currently use second-hand or used equipment to undertake our business.
Accordingly, the cost of maintaining and keeping such facilities and capital equipment in proper working
condition constitutes a significant portion of our operating expenses. In the event, we are unable to generate
or maintain adequate revenues, it could have a material adverse effect on our financial condition, margins,
and operations.
Further, we maintain a workforce based upon our current and anticipated workloads. If our Company does
not receive future contract awards or if these awards are delayed, it could incur significant costs in the interim.
Our estimate of the future performance depends on, among other things, the growth of the logistics industry.
While our estimates are based upon best judgment, these estimates can be unreliable and may frequently
change based upon newly available information. Our Company could, accordingly, incur costs due to
maintaining under-utilized staff and facilities, which could have a material adverse effect on our profitability,
financial condition and results of operations and financial condition.
26
16. Failure or disruption of our information technology (“IT”) systems may adversely affect our business,
financial condition, results of operations and prospects.
We have implemented various IT solutions and enterprise resource planning solutions which we believe are
adequate to cover key areas of our operations. We have adopted software to assist us with our operations,
which we use for warehouse management and other functions. These IT systems have gained increase
significance as part of our operations and provide real-time information on services provided, status of
containers, billing, and other such functions. Similarly, GRFL also relies on various IT solutions, including
enterprise resource planning solutions used for container tracking, warehouse activities, and other functions.
While we believe the systems are currently working effectively, these systems may be susceptible to outages
due to fire, floods, power loss, telecommunications failures, natural disasters, break-ins and similar events.
Effective response to such disruptions will require effort and diligence on the part of our third-party vendors
and employees to avoid any adverse effect to our information technology systems.
Further, any failure or disruption in the operation of these systems or the loss of data due to such failure or
disruption (including due to human error or sabotage) of our business or lead to disclosure of, and
unauthorized access to, sensitive Company information which may increase our costs and otherwise adversely
affect our business, financial condition, results of operations and prospects. Any failure of our information
technology systems could also cause damage to our reputation which could harm our business. Any of these
developments, alone or in combination, could have a material adverse effect on our business, financial
condition and results of operations.
17. Our expansion plans may require significant infusion of capital. If we are unable to raise additional capital
when needed, or on terms acceptable to us, we may be required to delay, scale back, or abandon such
expansion plans, which could materially and adversely affect our business, financial position and
operations.
We operate in a capital intensive industry. As part of expansion plans, we seek to invest in existing and new
infrastructure and continue to explore opportunities for both, organic and inorganic expansion.
Our committed and future expansion plans would likely entail significant capital expenditure and the recovery
of such capital investment is likely to occur over a lengthy gestation period. Internal accruals may not be
sufficient to finance such expenditure. As a result, we will likely require additional funds from further debt
and / or equity financing for funding such expansion activities.
However, additional financing may not be available on acceptable terms or at all. Moreover, we cannot assure
you that market conditions and other factors would permit us to obtain future financing on terms acceptable
to us, or at all. Our ability to arrange financing and the costs of capital of such financing are dependent on
numerous factors, including general economic and capital market conditions, credit availability from banks,
investor confidence, the continued success of our operations and other laws that are conducive to our raising
capital in this manner. Any downgrade in our credit ratings could also increase our borrowing costs and
adversely affect our access to capital. If we are unable to raise additional funds when needed, or on terms
acceptable to us, we may be required to delay the development and construction of our projects, reduce the
scope of our projects, scale back or abandon some or all of our plans and / or reduce capital expenditures, any
of which could materially and adversely affect our business, financial position and results of operations.
18. We engage and are reliant on contract labour for the performance of part of our operations and we are
responsible for paying the wages of such workers. If the independent contractors through whom such
workers are hired default on their obligations, this could have an adverse effect on our results of
operations, margins, and financial condition.
In order to retain operational efficiencies, we engage independent contractors that, in turn, engage on-site
contract labour for the performance of certain of our operations. Our Company is currently registered as a
‘principal employer’ in terms of the Contract Labour (Regulation and Abolition) Act for the Navi Mumbai –
I CFS, Navi Mumbai – II CFS, and the Krishnapatnam CFS. We engage a significant number of contract
labourers and contractual staff across all our facilities. Although we do not engage the contract labour directly,
we are responsible for any wage payments to be made to such labourers in the event of a failure by the
contractors to make wage payment. Any requirement to fund their wage requirements may have an adverse
27
impact on our results of operations and financial condition. Further, in case any regulatory body or court
passes orders which require us to deems, or regularises, any of the contract labour as regular employees, it
may have an adverse effect on our business, margins, financial condition and results of operations.
19. Certain of our facilities are situated on leased premises. Our inability to seek renewal or extension of such
leases may adversely affect our operations.
Certain of our facilities are situated on premises leased from third parties, which include our Registered
Office, the Navi Mumbai – I CFS, the Kochi CFS, and the Visakhapatnam CFS. Upon expiration of the
relevant agreements for each such facility, we will be required to negotiate the terms and conditions on which
the lease agreements may be renewed. We cannot assure you that we will be able to renew our lease
agreements or enter into new agreements in the future, on terms favourable to us, or at all.
In particular, certain of these properties, including the Navi Mumbai – I CFS, the Kochi CFS, and the
Visakhapatnam CFS, are located on properties that have been leased from governmental authorities, being
the City and Industrial Development Corporation of Maharashtra Limited, the Board of Trustees of the Cochin
Port, and the Board of Trustees of the Port of Visakhapatnam. The terms of such lease agreements include
certain restrictive covenants, including those requiring prior written consent in the event of a change in
constitution of our Company or that of the relevant Subsidiaries.
Our lease agreements may be terminated for various reasons, including such factors that may be beyond our
control. If we, or our current or future landlords, terminate our lease agreements, we may have to relocate to
alternative premises or likely shut down our operations at such site. The relocation of any part of our
operations may cause disruptions to our business and may require significant expenditure. We cannot assure
you that in such a case, we will be able to find suitable premises on commercially viable terms, in a timely
manner, or at all, and we may have to pay higher rent or incur additional expenses. Further, if the vacated
property is leased or sold to a competitor, we may also face increased competition in that geographic area,
which could adversely affect our market share.
20. Upgrading or renovation works or physical damage to our facilities may disrupt our operations.
We may, from time to time, be required to upgrade and renovate infrastructure at some of our facilities in
order to retain our competitiveness. In certain unforeseen circumstances, we may also need to undertake repair
or rebuilding work due to damage to infrastructure, faults or problems that may develop or because of changes
to planning laws and regulations. In such instances, our facilities may suffer partial or complete disruption
and it may not be possible to continue operations in areas affected by such upgradation, renovation, or repair
works.
In addition, physical damage to our property as a result of fire, severe weather conditions, or other damage
due to explosives or hazardous substances handled and stored by us may lead to a significant disruption to
business and operations, particularly if our insurance coverage is inadequate, and, together with the foregoing,
may result in unforeseen costs, which may have adversely affect our business, results of operations and
financial condition.
21. We operate in a labour intensive industry and are subject to extensive labour regulation. We may be subject
to unionization, work stoppages or increased labour costs, which could adversely affect our business and
results of operations.
Our industry is labour intensive. The success of our operations depends on availability of labour and
maintaining a good relationship with our workers. Our success also depends on our ability to attract, hire,
train and retain skilled workers who are experienced in the logistics industry. In addition to our employees,
we engage a significant number of contract labourers and contractual staff across our various facilities.
Although we have not experienced any major interruption to our operations as a result of labour disputes in
the recent past, there can be no assurance that we will not experience any such disruption in the future as a
result of disputes or disagreements with our work force, which may adversely affect our ability to continue
our business operations. Further, if we or our contractors are unable to negotiate with the labour or their sub-
contractors, it could result in work stoppages or increased operating costs due to higher than anticipated wages
or benefits. For instance, on February 21, 2018, we received a strike notice from certain of our workmen
(represented by the President, Nhava Sheva CFS Officers’ Association), threatening to go on strike, in the
event that their charter of demands was not agreed to. Pursuant to conciliation proceedings conducted, a
28
memorandum of settlement was arrived at between both parties agreeing to, among others, increased wages
and other entitlements. While we were able to negotiate and arrive at a settlement with our workmen, we may
be unable to do so in future, resulting in work stoppages and / or considerably higher wages and other benefits.
We may also have to incur additional expense to train and retain skilled labour. Any labour unrest experienced
by us could directly or indirectly prevent or hinder our normal activities, and, if not resolved in a timely
manner, could lead to disruptions in our operations. In the event of any prolonged delay, disruption, or
shortage of labour, our business, results of operations and financial condition could be materially and
adversely affected.
We are also subject to stringent labour law that attempts to protect the interests of workers, including
legislation that sets forth detailed procedures for dispute resolution and employee removal and legislation that
imposes financial obligations on employers upon retrenchment. The Government of India is also seeking to
enact the Code on Wages, 2019 which, once in force, will repeal the Payment of Wages Act, 1936, the
Minimum Wages Act, 1948, the Payment of Bonus Act, 1965 and the Equal Remuneration Act, 1976 and
prescribe universal minimum wages and timely payment of wages to all employees irrespective of the sector
and wage ceiling. If labour laws become more stringent, it may become more difficult for us to maintain
flexible human resource policies, discharge employees or downsize, any of which could have a material
adverse effect on our business, financial condition, results of operations, cash flows and prospects.
22. We may, from time to time, look for opportunities to enter into strategic alliances, acquire businesses or
enter into joint venture arrangements. Any failure to manage the integration of the businesses or facilities
post such acquisition or joint venture may cause our profitability to suffer.
We may, from time to time, look for opportunities to acquire businesses or enter into strategic partnerships
or alliances. For instance, Container Gateway Limited is a joint venture between GRFL and Container
Corporation of India Limited. Such alliances or acquisitions may not contribute to our profitability, and in
the case of an acquisition, we may be required to incur or assume debt, or additional expenses beyond our
forecasts or assume contingent liabilities, as part of any acquisition. Further, we may not be able to accurately
identify or forge an alliance with appropriate companies in line with our growth strategy. Such alliances may
also give rise to unforeseen contingent risks relating to these businesses that may only become apparent after
commencement of operations under such alliances. In the event that the alliance does not perform as
estimated, or the inability on the part of our joint venture partner to meet the customer requirements may lead
to a failure of such an arrangement which may adversely affect our business.
23. We may be held liable for claims from trade counterparties such as shipping lines, exporters, or importers
owing to deficiencies in our service, which could adversely affect our business, margins, results of
operations and financial condition.
In the ordinary course of business, we enter into agreements with trade counterparties such as shipping lines,
exporters, and importers, as part of which, we provide services such as container handling, container de-
stuffing, warehousing, transportation and other value added services. In the event of any loss caused to such
counterparties, whether or not on account of an act or omission by us, we may be held liable pursuant to the
terms of the agreement and be required to make good losses and pay damages, thereby resulting in an adverse
effect on our business, costs, and financial condition. Our failure to comply with contractually agreed
timelines or breach of obligations by our employees or agents could render us liable to pay damages for such
breaches or non-compliances.
Additionally, these contracts are typically short-term in duration, with a tenure of one to two years. The loss
of any of our key trade counterparties due to inadequacies in our service and our inability to renew our
contracts with them may result in a decline in our revenues, which in turn may adversely affect our business,
margins, results of operations and financial condition.
24. We have not obtained certain registrations in relation to protection of our intellectual property, including,
among others, our trade name, logo and other trademarks.
Our trade name and trademarks are significant to our business and operations. The use of our brand name or
logo by third parties could adversely affect our reputation, which could in turn adversely affect our financial
performance and the market price of the Equity Shares.
29
We currently have not obtained certain registrations in connection with the protection of our intellectual
property, including for our trade name and logo. Notwithstanding the precautions we take to protect our
intellectual property rights, it is possible that third parties may copy or otherwise infringe on our rights, which
may have an adverse effect on our business, results of operations, cash flows and financial condition. We
may not be able to prevent infringement of such trademarks and a passing off action may not provide
sufficient protection. We may, therefore, incur significant legal costs in protect our trademarks and trade
name from any unauthorized use, or to defend any proceedings brought by third parties.
We may also be susceptible to claims from third parties asserting infringement and other related claims. If
such claims are raised in the future, these claims could result in costly litigation, divert management’s
attention and resources, subject us to significant liabilities and require us to enter into potentially expensive
royalty or licensing agreements or to cease certain offerings. Furthermore, necessary licenses may not be
available to us on satisfactory terms, if at all. Any of the foregoing could have an adverse effect on our
business, results of operations and financial condition.
25. There is outstanding litigation against our Company and our Subsidiaries which if determined adversely,
could affect our business and results of operations.
As on the date of this Letter of Offer, our Company and our Subsidiaries are involved in certain outstanding
litigation which is pending at different levels of adjudication before various courts, tribunals, forums and
appellate authorities. We cannot assure you that these legal proceedings will be decided in our favour.
Decisions in proceedings adverse to our interests may have a significant, adverse effect on our business,
management, financial condition, results of operations and cash flows. In the event of any adverse outcome
in a tax proceeding, moreover, we may be required to pay the disputed amounts along with applicable interest
and penalty and may also incur additional tax incidence going forward.
A summary of pending material proceedings involving our Company and our Subsidiaries involving moral
turpitude or criminal liability, material violations of statutory regulations, economic offences where
proceedings have been initiated, as well as other material proceedings, as identified by our Company pursuant
to the materiality policy adopted by our Board is provided below:
(in ₹ lakhs, unless otherwise specified)
S. No. Type of Proceedings Number
of cases
Amount to
the extent
quantifiable
I. Litigation involving our Company
A. Proceedings involving moral turpitude or criminal liability on our Company 4 23.61
B. Proceedings involving material violations of statutory regulations by our
Company
Nil -
C. Matters involving economic offences where proceedings have been initiated
against our Company
Nil -
D. Other proceedings involving our Company which involve an amount
exceeding the Materiality Threshold or are otherwise material in terms of the
Materiality Policy, and other pending matters which, if they result in an
adverse outcome would materially and adversely affect the operations or the
financial position of our Company
6 13,390.14
Total 10 13,413.75
II. Litigation involving our Subsidiaries
A. Proceedings involving moral turpitude or criminal liability on our
Subsidiaries
Nil -
B. Proceedings involving material violations of statutory regulations by our
Subsidiaries
1 -
C. Matters involving economic offences where proceedings have been initiated
against our Subsidiaries
Nil -
D. Other proceedings involving our Company which involve an amount
exceeding the Materiality Threshold or are otherwise material in terms of the
Materiality Policy, and other pending matters which, if they result in an
adverse outcome would materially and adversely affect the operations or the
financial position of our Company
3 935.83
Total 4 935.83
30
The amounts claimed in these proceedings have been disclosed to the extent ascertainable and include
amounts claimed jointly and severally. We cannot assure you that in matters where orders have been passed
in our favour, there will be no appeal from the other parties involved or whether we can ascertain the liabilities
involved in such matters at this stage unless we are impleaded in such proceedings. If any new developments
arise, such as a change in Indian law or rulings against us by appellate courts or tribunals, we may need to
make provisions in our financial statements that could increase our expenses and current or long term
liabilities or reduce our cash and bank balance. For further details, see section “Outstanding Litigation and
Defaults” on page 163.
26. We are subject to certain restrictive covenants under our financing arrangements, which may curtail our
operational and financial flexibility. An inability to comply with repayment and other covenants in our
financing agreements could adversely affect our business, financial condition, cash flows and credit
rating.
Certain of our financing agreements impose limits on us or require us to obtain lender consents before, among
other things, undertaking any merger or consolidation, effecting a material change in management, and
incurring further indebtedness. In addition, these restrictive covenants may also affect some of the rights of
our shareholders and our ability to pay dividends if we are in breach of our obligations under the applicable
financing agreement. We cannot assure prospective investors that such covenants will not hinder our business
development and growth in the future. In the event that we breach any of these covenants, the outstanding
amounts due under such financing agreements could become due and payable immediately. Defaults under
one or more of our Company’s financing agreements may limit our flexibility in operating our business,
which could have an adverse effect on our cash flows, business, results of operations and financial condition.
Such restrictive covenants may restrict our flexibility in managing our business and could, in turn, adversely
affect our business and prospects.
Compliance with the various terms of such financing arrangements, however, is subject to interpretation and
there can be no assurance that we have requested or received all relevant consents from our lenders as
contemplated under our financing arrangements. It may be possible for a lender to assert that we have not
complied with all applicable terms under our existing financing documents. Any failure to comply with the
requirement to obtain a consent, or other condition or covenant under our financing agreements that is not
waived by our lenders or is not otherwise cured by us, may lead to a termination of our credit facilities, could
render all amounts outstanding due and payable resulting in the acceleration of amounts due under such
facilities, and may materially and adversely affect our ability to conduct our business and operations or
implement our business plans. Further we cannot assure that we will have adequate funds at all times to repay
these credit facilities and may also be subject to demands for the payment of penal interest.
27. Land title in India can be uncertain and we may not be able to identify or correct defects or irregularities
in title to the land which we own, lease or intend to acquire in connection with the development of our
CFSs and ICDs.
There is no central title registry for real property in India and the documentation of land records in India has
not been fully computerised. Property records in India are generally maintained at the state and district level
and in local languages and are updated manually through physical records. Therefore, property records may
not be available online for inspection or updated in a timely manner, or may be illegible, untraceable,
incomplete or inaccurate in certain respects, or may have been kept in poor condition, which may impede title
investigations or our ability to rely on such property records.
Further, improperly executed, unregistered or insufficiently stamped conveyance instruments in a property’s
chain of title, unregistered encumbrances in favour of third parties, rights of adverse possessors, ownership
claims of prior owners or third parties, or other defects that a purchaser may not be aware of can affect title
to a property. As a result, potential disputes or claims over title to the land on which our CFSs and ICDs are
may arise. Any defects in, or irregularities of, title may result in loss of development or operating rights over
land. Furthermore, the Government may exercise its rights of eminent domain, or compulsory acquisition in
respect of land on which our CFSs are or will be located. Any of this may adversely affect our business and
results of operations in the future.
28. Our business and facilities may be adversely affected by severe weather conditions and natural disasters.
31
Severe weather conditions, resulting in conditions such as dense fog, low visibility and heavy rains may force
us to temporarily suspend operations. In some cases, we may temporarily suspend operations based on
warnings from local and national meteorological departments. If weather conditions of any type were to force
the ports and / or our CFSs / ICDs to close for an extended period of time, our business may be adversely
affected. In addition, any weather condition, including but not limited to severe monsoons and flooding, that
affects ports that serve as starting points or final destinations for shipping our containers could harm our
business.
Our operational facilities may be damaged in natural disasters such as earthquakes, tsunamis, tornados,
hurricanes and cyclones. Such natural disasters may lead to a disruption of transportation networks,
information systems and telephone service for sustained periods of time. Damage or destruction that interrupts
our business operations may cause us to incur substantial additional expenses to repair or replace damaged
facilities or equipment. We may also be liable to our customers for disruption in our operations resulting from
such damage or destruction. Furthermore, our insurance coverage may not be sufficient to cover all our losses
sustained.
29. Any delay or default in payment by our clients could result in the reduction of revenues and, consequently,
our profits.
Our operations involve extending credit for to certain customers and we face uncertainty in relation to receipt
of these outstanding amounts. We typically offer payment credit terms for 30 to 90 day cycles to our
customers. Consequently, we have in the past and will continue to have high levels of outstanding trade
receivables. For Fiscal 2019 and Fiscal 2020, our trade receivables, on a consolidated basis, were ₹ 12,736.68
lakhs and ₹ 12,976.03 lakhs, respectively, which constituted 29.58% and 10.04% of our revenue from
operations for the same period. If such delays or default in client payments continue or increase in proportion
to our revenue from operations, our profits margins could be adversely affected.
Further, if the goods stored with us are not cleared for home consumption, warehoused or transported within
30 days, they are sold by the Department of Customs through public auction. These are then used to recover
custom duties and CFS charges. Although we generally recover the costs associated with handling,
transporting and storing the containers in the event of storing unclaimed containers, we cannot assure you
that we will continue to do so in the future. Any failure on our part to recover amounts owed to us could have
an adverse effect on our results of operations.
30. Our Company may publish its financial results for the three months ended June 30, 2020 during the Issue
Period.
In terms of the SEBI Listing Regulations, listed companies are required to publish their financial results for
each quarter within a period of 45 days from the end of each quarter. Accordingly, to ensure compliance with
the requirements of the SEBI Listing Regulations our Company may publish and submit to the Stock
Exchanges, its financial results for the three months ended June 30, 2020 during the Issue Period. As a result,
there may be financial information published by our Company in relation to it that may materially differ from
that included in this Letter of Offer.
31. Our insurance coverage may not adequately protect us against all material hazards, which may adversely
affect our business, results of operations and financial condition.
We are insured against a majority of the risks associated with our business, such as burglary, fire, earthquake,
impact damage due to loading and unloading, accidental damage, and breakdown of plant and machinery.
While we believe that the insurance coverage which we maintain would be reasonably adequate to cover the
normal risks associated with the operation of our business, we cannot assure you that any claim under the
insurance policies maintained by us will be honoured fully, in part or on time, or that we have taken out
sufficient insurance to cover all our losses. It may be difficult and may take time to recover such losses from
insurers. Additionally, we may not be able to recover the full amount from the insurer. There can be no
assurance that our policies would be sufficient to cover all potential losses, regardless of the cause, or whether
we can recover for such losses.
In addition, our insurance coverage expires from time to time. We apply for the renewal of our insurance
coverage in the normal course of our business, but we cannot assure you that such renewals will be granted
32
in a timely manner, at acceptable cost or at all. To the extent that we suffer loss or damage for which we did
not obtain or maintain insurance, and which is not covered by insurance, exceeds our insurance coverage or
where our insurance claims are rejected, the loss would have to be borne by us and our results of operations,
cash flows and financial performance could be adversely affected.
32. Our continued success is dependent on our senior management and skilled manpower. Our inability to
attract and retain key personnel or the loss of the services of our Promoters or our other senior
management may have an adverse effect on our business.
Our Promoter and Chairman and Managing Director and other senior management have significantly
contributed to the growth of our business, and our future success is dependent on the continued services of
our senior management team. An inability to retain any senior managerial personnel may have an adverse
effect on our operations. Our ability to execute orders and to obtain new clients also depends on our ability
to attract, train, motivate and retain highly skilled professionals, particularly at managerial levels. We might
face challenges in recruiting suitably skilled personnel, particularly as we continue to grow and diversify our
operations. In the future, we may also not be unable to compete with other larger companies for suitably
skilled personnel due to their ability to offer more competitive compensation and benefits. The loss of any of
the members of our senior management team or other key personnel or an inability on our part to manage the
attrition levels; may materially and adversely impact our business, results of operations, financial condition
and growth prospects.
The success of our business is also dependent upon our ability to hire, retain, and utilize qualified personnel,
including engineers and corporate management professionals who have the required experience and expertise.
From time to time, it may be difficult to attract and retain qualified individuals with the requisite expertise
and we may not be able to satisfy the demand from customers for our services because of our inability to
successfully hire and retain qualified personnel. For every new product we expand into, we require suitably
skilled personnel.
Such skilled personnel may also not be easily available in the market. In addition, as some of our key
personnel approach retirement age, we need to have appropriate succession plans in place and to successfully
implement such plans. If we cannot attract and retain qualified personnel or effectively implement appropriate
succession plans, it could have a material adverse impact on our business, financial condition, and results of
operations. Moreover, we may be unable to manage knowledge developed internally, which may be lost in
the event of our inability to retain employees.
33. Our Company and our Subsidiaries have certain contingent liabilities that have not been provided for in
our financial statements which, if they materialize, may adversely affect our financial condition.
A summary of the material contingent liabilities of our Company and our Subsidiaries not provided for, as
at March 31, 2020, in accordance with Ind AS 37 and as disclosed in the Audited Consolidated Financial
Statements, is as follows: (in ₹ lakhs)
Particulars As at March 31, 2020
Guarantees excluding financial guarantees:
Bank Guarantees and Continuity Bonds executed in favour of The President of India
through the Commissioners of Excise and Customs and Sales Tax
5,06,374.47
Bank Guarantee and Continuity Bonds issued in favour of Punjab State Container and
Warehousing Corporation Limited in respect of Operations and Management Contract of
their CFS at Dronagiri Node, Nhava Sheva.
26,007.00
Financial Guarantees:
Corporate guarantees issued in favour of banks, financial institutions and State Industrial
Development Corporation for loans taken by subsidiaries (at carrying value).
5,700.65
Claims made by the parties not acknowledged as debts:
In case of Company (GDL)
- Container Corporation of India Not Ascertainable
- Others 17.00
Disputed Income Tax Claims (including Interest and Penalty to the extent ascertainable)
not acknowledged as debts
11,764.49
33
Particulars As at March 31, 2020
Claim from Customs 367.26
Disputed claims at District Consumer Redressal Forum related to fire at Punjab Conware
CFS
46.23
Disputed Service Tax Claims (including penalty and excluding interest) in respect of
Goods Transport Agency Services
382.32
In case of subsidiary company: Gateway Rail Freight Limited
Northern Railway 148.94
Notice received dated November 11, 2019 from Additional Director General of Foreign
Trade [ADGFT] questioning Service Exports from India Scheme (SEIS) benefits availed
by the Company pertaining to financial years 2015-16 to 2017-18
10,068.78
In case of subsidiary company: Gateway East India Private Limited
Disputed Income Tax Claims (including Interest and Penalty to the extent ascertainable)
not acknowledged as debts
1,094.73
For details of the above and other contingent liabilities in accordance with Ind AS 37, see “Financial
Statements” on page 83. If a significant portion of these liabilities materialize, it could have an adverse effect
on our business, financial condition and results of operations.
34. We have entered into in the past, and will continue to enter into, related party transactions.
In the ordinary course of business, we have entered into and continue to enter into transactions with certain
related parties, such as the sale of tangible assets, and receipt of lease rent.
While we believe that all such transactions have been conducted on an arm’s length basis, there can be no
assurance that we could not have achieved more favourable terms, had such transactions been entered into
with non-related parties. We cannot assure you that such transactions, individually or in the aggregate, will
not materially and adversely affect our business, financial condition, results of operations and prospects. For
details regarding our related party transactions during Fiscal 2020, in accordance with Ind AS 24, see
“Accounting Ratios and Capitalisation Statement” on page 159.
35. Our ability to pay dividends in the future will depend on our earnings, financial condition, working capital
requirements, capital expenditures and restrictive covenants of our financing arrangements.
We have declared and paid dividend in the past. Our Board approved and adopted a formal dividend policy
on November 6, 2015, in accordance with the SEBI Listing Regulations. Our ability to pay dividends in the
future will depend on our earnings, financial condition, working capital requirements, capital expenditures
and restrictive covenants of our financing arrangements. Any future determination as to the declaration and
payment of dividends will be at the discretion of our Board and further subject to approval by our
Shareholders and will depend on factors that our Board deems relevant, including among others, our future
earnings, financial condition, cash requirements, business prospects and any other financing arrangements.
We may decide to retain all of our earnings to finance the development and expansion of our business and,
therefore, may not declare dividends on our Equity Shares. As a result, we cannot assure you that we will be
able to pay dividends in the future.
36. We are unable to trace a copy of the Form 32 which had been filed with the RoC, New Delhi in relation to
the appointment of Prem Kishan Dass Gupta.
We are unable to trace a copy of the Form 32, the form for filing particulars of the appointment of directors,
in relation to the appointment of Prem Kishan Dass Gupta as a first Director of our Company. While
information in relation to such appointment has been disclosed under “Our Management” on page 79 in this
Letter of Offer, based on the Memorandum of Association and Articles of Association currently available
with us, we may not be able to furnish any further document evidencing such appointment. Therefore, we
cannot assure you that we have adequately reflected all such requisite disclosures, or that we have not
inadvertently omitted any clarification or additional information that we may have been in a position to
disclose, had we been able to trace the complete set of documentation in relation thereto. While we believe
that this Form 32 had been filed with the RoC, New Delhi in a timely manner, we cannot assure you that we
will not undergo any regulatory scrutiny in the future, with respect to our compliance with the applicable
form filing and related requirements, in connection with the foregoing.
34
EXTERNAL RISK FACTORS
Risks Relating to India
37. A prolonged slowdown in economic growth in India or financial instability in other countries, particularly
in light of the COVID-19 pandemic, could cause our business to suffer.
The current contraction of the Indian economy could adversely affect our business, our lenders and
contractual counterparties, especially if such a contraction were to be prolonged. Prior to the outbreak of the
COVID-19 pandemic, the Indian economy was widely acknowledged as being in a state of slowdown, due to
the high rate of inflation, the increase in the fiscal deficit and the Government’s borrowing program. The
COVID-19 pandemic, along with mandatory lockdowns and other restrictions put in place by state and central
Governments in response, have since had a severe disruptive impact on the Indian economy. In the aftermath
of the pandemic, it is widely believed that the Indian GDP is likely to see a negative growth rate in Fiscal
2021. This is compounded by a sharp spike in unemployment rates and a widespread drop in household
incomes. The pandemic has also brought severe stress into supply chains. Accordingly, the long-term impact
of the pandemic is currently unclear. While the Government and the Reserve Bank of India have announced
several measures to stimulate the Indian economy, there is no assurance that the Indian economy shall return
to its earlier growth trajectory once the pandemic subsides, or at all.
In addition, the Indian market and the Indian economy are influenced by economic and market conditions in
other countries, particularly those of emerging market countries in Asia. The COVID-19 pandemic has
severely impacted the global economy, and as per the International Monetary Fund, may result in the most
severe global economic downturn since the “Great Depression” in the 1930s. Across countries, various
industries have been impacted sharply, including the logistics industry, consumer spending has shrunk
sharply, and stock markets across the world have experienced unprecedented uncertainty and volatility. Major
global economic centres, including the United States and the Eurozone are in recession as a result of the
pandemic. While the long-term global economic impact of the COVID-19 pandemic is unclear, it is likely
that there shall be a material impact on global financial markets, including reduced liquidity, significant
volatility, widening of credit spreads and a lack of price transparency. In addition, investors’ reactions to
developments in one country may also have adverse effects on the economies of other countries, including
the Indian economy. A loss of investor confidence in the financial systems of other emerging markets may
cause increased volatility in the Indian financial markets and, indirectly, in the Indian economy in general.
Such worldwide financial instability could influence the Indian economy and could have a material adverse
effect on our business, cash flows, financial condition and results of operations.
38. The occurrence of natural or man-made disasters could adversely affect our results of operations, cash
flows and financial condition. Hostilities, terrorist attacks, civil unrest and other acts of violence could
adversely affect the financial markets and our business.
The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, tsunamis, tornadoes,
fires, explosions, pandemic disease, with the most recent example being the global outbreak of COVID-19,
or man-made disasters, including acts of terrorism and military actions, could adversely affect our results of
operations, cash flows or financial condition. Terrorist attacks and other acts of violence or war may adversely
affect the Indian securities markets. In addition, any deterioration in international relations, especially
between India and its neighbouring countries, may result in investor concern regarding regional stability
which could adversely affect the price of the Equity Shares. In addition, India has witnessed local civil
disturbances in recent years, and it is possible that future civil unrest as well as other adverse social, economic
or political events in India could have an adverse effect on our business. Such incidents could also create a
greater perception that investment in Indian companies involves a higher degree of risk and could have an
adverse effect on our business and the market price of the Equity Shares.
39. Political instability or changes in the Government in India or in the Government of the states where we
operate could cause us significant adverse effects.
The Central Government has traditionally exercised, and continues to exercise, a significant influence over
many aspects of the Indian economy. Further, our business is also impacted by regulation and conditions in
the various states in India where we operate. Our business, and the market price and liquidity of our Equity
Shares may be affected by interest rates, changes in central or state Government policies, taxation and other
political, economic or other developments in or affecting India. Since 1991, successive Central Governments
35
have pursued policies of economic liberalisation and financial sector reforms. Any slowdown in these demand
drivers or change in Government policies may adversely impact our business and operations. Generally, a
significant adverse change in the Central Government’s policies could adversely affect our business, financial
condition and results of operations and could cause the trading price of our Equity Shares to decline.
40. If there is a change in policies related to tax, duties or other such levies applicable to us, it may affect our
profitability.
New or revised accounting policies or policies related to tax, duties or other such levies promulgated from
time to time by relevant tax authorities may adversely affect our results of operations. We cannot assure you
as to what action current or future Governments will implement regarding tax incentives or excise duty
benefits. We may not be able to comply with the obligations and stipulations that would allow us to avail
ourselves of such benefits or concessions, and consequently, we may lose such benefits and concessions.
41. We may be affected by competition law in India and any adverse application or interpretation of the
Competition Act could adversely affect our profitability.
The Competition Act regulates practices having an appreciable adverse effect on competition in any relevant
market in India. The Competition Act aims to, among others, prohibit all agreements and transactions which
may have an appreciable adverse effect on competition in India. Under the Competition Act, any formal or
informal arrangement, understanding or action in concert, which causes or is likely to cause an appreciable
adverse effect on competition is considered void and may result in the imposition of substantial monetary
penalties. Further, any agreement among competitors which directly or indirectly involves the determination
of purchase or sale prices, limits or controls production, supply, markets, technical development, investment
or provision of services, shares the market or source of production or provision of services by way of
allocation of geographical area, type of goods or services or number of customers in the relevant market or
directly or indirectly results in bid-rigging or collusive bidding is presumed to have an appreciable adverse
effect on competition. The Competition Act also prohibits abuse of a dominant position by any enterprise.
All agreements entered into by us could be within the purview of the Competition Act. We cannot predict the
impact of the provisions of the Competition Act on the agreements entered into by us at this stage. We are
not currently party to any outstanding proceedings, nor have we received notice in relation to non-compliance
with the Competition Act or the agreements entered into by us. However, if we are affected, directly or
indirectly, by the application or interpretation of any provision of the Competition Act, or any enforcement
proceedings initiated by the CCI, or any adverse publicity that may be generated due to scrutiny or prosecution
by the CCI or if any prohibition or substantial penalties are levied under the Competition Act, it would
adversely affect our business, results of operations and prospects.
42. It may not be possible for you to enforce any judgment obtained outside India against us, our management
or any of our respective affiliates in India, except by way of a suit in India on such judgment.
We are incorporated under the laws of India and a majority of our Directors and executive officers reside in
India. All our assets, and a substantial portion of the assets of our Directors and officers, are also located in
India. As a result, you may be unable to:
• effect service of process outside of India upon us and such other persons or entities; or
• enforce in courts outside of India judgments obtained in such courts against us and such other persons or
entities.
Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the
Civil Procedure Code, on a statutory basis. Section 13 of the Civil Procedure Code provides that a foreign
judgment shall be conclusive regarding any matter directly adjudicated upon between the same parties or
parties litigating under the same title, except: (i) where the judgment has not been pronounced by a court of
competent jurisdiction; (ii) where the judgment has not been given on the merits of the case; (iii) where it
appears on the face of the proceedings that the judgment is founded on an incorrect view of international law
or a refusal to recognize the law of India in cases in which such law is applicable; (iv) where the proceedings
in which the judgment was obtained were opposed to natural justice; (v) where the judgment has been
obtained by fraud; or (vi) where the judgment sustains a claim founded on a breach of any law then in force
in India. India is not a party to any international treaty in relation to the recognition or enforcement of foreign
36
judgments. However, Section 44A of the Civil Procedure Code provides that a foreign judgment rendered by
a superior court (within the meaning of that section) in any jurisdiction outside India which the Government
has by notification declared to be a reciprocating territory, may be enforced in India by proceedings in
execution as if the judgment had been rendered by a competent court in India. However, Section 44A of the
Civil Procedure Code is applicable only to monetary decrees not being in the nature of any amounts payable
in respect of taxes or other charges of a like nature or in respect of a fine or other penalty and does not include
arbitration awards.
Among other jurisdictions, the United Kingdom of Great Britain and Northern Ireland, United Arab Emirates,
Republic of Singapore and Hong Kong have been declared by the Government to be reciprocating territories
for the purposes of Section 44A of the Civil Procedure Code, but the USA has not been so declared. A
judgment of a court in a jurisdiction which is not a reciprocating territory may be enforced only by a fresh
suit upon the judgment and not by proceedings in execution. The suit must be brought in India within three
years from the date of the foreign judgment in the same manner as any other suit filed to enforce a civil
liability in India. It is unlikely that a court in India would award damages on the same basis as a foreign court
if an action is brought in India. Furthermore, it is unlikely that an Indian court would enforce foreign
judgments if it viewed the amount of damages awarded as excessive or inconsistent with public policy of
India. Further, any judgment or award in a foreign currency would be converted into Rupees on the date of
such judgment or award and not on the date of payment. A party seeking to enforce a foreign judgment in
India is required to obtain approval from the RBI to repatriate outside India any amount recovered, and any
such amount may be subject to income tax in accordance with applicable laws.
43. Our Company has prepared financial statements under Ind AS. Significant differences exist between Ind
AS and other accounting principles, such as Indian GAAP, IFRS and U.S. GAAP.
Our Audited Consolidated Financial Statements have been prepared in accordance with Ind AS, notified
under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time). No attempt
has been made to reconcile any information given in this Letter of Offer to any other accounting principles
or to base the information on any other accounting standards. Ind-AS differs from other accounting principles
with which prospective investors may be familiar, such as Indian GAAP, IFRS and U.S. GAAP. Accordingly,
the degree to which the Audited Consolidated Financial Statements included in this Letter of Offer will
provide meaningful information is entirely dependent on the reader’s level of familiarity with Ind AS.
44. Any downgrading of India's debt rating by an international rating agency could adversely affect our
business and the price of our Equity Shares.
Any adverse revisions to India's credit ratings for domestic and international debt by international rating
agencies may adversely affect our business, our future financial performance, our shareholders' funds and the
price of our Equity Shares.
Risks Relating to the Equity Shares and this Issue
45. Investors may be subject to Indian taxes arising out of capital gains on the sale of our Equity Shares.
Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of the Equity
Shares are generally taxable in India. Any gain realized on the sale of the Equity Shares on a stock exchange
held for more than 12 months will not be subject to capital gains tax in India if the securities transaction tax
has been paid on the transaction (subject to section 112A of the Income-tax Act). The securities transaction
tax will be levied on and collected by an Indian stock exchange on which the Equity Shares are sold. Any
gain realized on the sale of the Equity Shares held for more than 12 months, which are sold other than on a
recognized stock exchange and on which no securities transaction tax has been paid, will be subject to capital
gains tax in India. Further, any gain realized on the sale of the Equity Shares held for a period of 12 months
or less will be subject to capital gains tax in India. Capital gains arising from the sale of the Equity Shares
will be exempt from taxation in India in cases where the exemption from taxation in India is provided under
a treaty between India and the country of which the seller is resident. Generally, Indian tax treaties do not
limit India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable for
tax in India as well as in their own jurisdiction on a gain upon the sale of the Equity Shares. Additionally, in
terms of the Finance Act, 2018, which has been notified on March 29, 2018 with effect from April 1, 2018,
the tax payable by an assessee on the capital gains arising from transfer of long term capital asset (introduced
as section 112A of the Income-tax Act) shall be calculated on such long term capital gains at the rate of 10%,
37
where the long term capital gains exceed ₹ 1,00,000, subject to certain exceptions in case of a resident
individuals and HUF. Further, the Finance Act, 2019 has made various amendments in the taxation laws and
has also clarified that, in the absence of a specific provision under an agreement, the liability to pay stamp
duty in case of sale of securities through stock exchanges will be on the buyer, while in other cases of transfer
for consideration through a Depository, the onus will be on the transferor. The stamp duty for transfer of
securities other than debentures, on a delivery basis is specified at 0.015% and on a non-delivery basis is
specified at 0.003% of the consideration amount. These amendments have been notified on December 10,
2019 and have come into effect from July 1, 2020.
46. Investors will not have the option of getting the Allotment of Rights Equity Shares in physical form.
In accordance with the SEBI ICDR Regulations, the Rights Equity Shares shall be issued only in
dematerialized form. Investors will not have the option of getting the Allotment of Rights Equity Shares in
physical form. The Rights Equity Shares Allotted to the Applicants who do not have demat accounts or who
have not specified their demat details, will be kept in abeyance till receipt of the details of the demat account
of such Applicants. For details, see “Terms of the Issue” on page 178. This may impact the ability of our
shareholders to receive the Rights Equity Shares in the Issue.
47. We will not distribute the Letter of Offer, Abridged Letter of Offer and Application Form to certain
categories of overseas Shareholders.
In accordance with the SEBI ICDR Regulations and SEBI Rights Issue Circulars, our Company will send,
only through e-mail, the Abridged Letter of Offer, the Rights Entitlement Letter, Application Form and other
Issue material to the e-mail addresses of all the Eligible Equity Shareholders who have provided their Indian
addresses to our Company. Further, this Letter of Offer will be provided, only through e-mail, by the Registrar
on behalf of our Company or the Lead Manager to the Eligible Equity Shareholders who have provided their
Indian addresses to our Company and who make a request in this regard. Other than as indicated above, the
Issue materials will not be distributed to addresses outside India on account of restrictions that apply to
circulation of such materials in overseas jurisdictions. However, the Companies Act, 2013 requires companies
to serve documents at any address, which may be provided by the members as well as through e-mail.
Presently, there is lack of clarity under the Companies Act, 2013 and the rules made thereunder with respect
to distribution of Issue materials in overseas jurisdictions where such distribution may be prohibited under
the applicable laws of such jurisdictions. While we have requested all the shareholders to provide an address
in India and their e-mail addresses for the purposes of distribution of Issue materials, we cannot assure you
that the regulator or authorities would not adopt a different view with respect to compliance with the
Companies Act, 2013 and may subject us to fines or penalties.
48. Fluctuations in the exchange rate between the Rupee and the U.S. dollar could have an adverse effect on
the value of our Equity Shares, independent of our operating results.
Our Equity Shares are quoted in Indian Rupees on the Stock Exchanges. Any dividends in respect of our
Equity Shares will be paid in Indian Rupees and subsequently converted into U.S. dollars for repatriation.
Any adverse movement in exchange rates during the time it takes to undertake such conversion may reduce
the net dividend to investors. In addition, any adverse movement in exchange rates during a delay in
repatriating the proceeds from a sale of Equity Shares outside India, for example, because of a delay in
regulatory approvals that may be required for the sale of Equity Shares, may reduce the net proceeds received
by shareholders. The exchange rate between the Indian Rupee and the U.S. dollar has changed substantially
in the last two decades and could fluctuate substantially in the future, which may have an adverse effect on
the value of our Equity Shares and returns from our Equity Shares, independent of our operating results.
49. You may not receive the Rights Equity Shares that you subscribe in the Issue until 15 days after the date
on which this Issue closes, which will subject you to market risk.
The Rights Equity Shares that you may be Allotted in the Issue may not be credited to your demat account
with the Depository Participants until approximately 15 days from the Issue Closing Date. You can start
trading such Rights Equity Shares only after receipt of the listing and trading approval in respect thereof.
There can be no assurance that the Rights Equity Shares allocated to you will be credited to your demat
account, or that trading in the Rights Equity Shares will commence within the specified time period,
subjecting you to market risk for such period.
38
50. There is no guarantee that our Rights Equity Shares will be listed, or continue to be listed, on the Indian
stock exchanges in a timely manner, or at all, and prospective investors will not be able to immediately sell
their Rights Equity Shares on a Stock Exchange.
In accordance with Indian law and practice, final approval for listing and trading of our Rights Equity Shares
will not be applied for or granted until after our Rights Equity Shares have been issued and Allotted. Such
approval will require the submission of all other relevant documents authorizing the issuance of our Right
Equity Shares. Accordingly, there could be a failure or delay in listing our Rights Equity Shares on the Stock
Exchanges, which would adversely affect your ability to sell our Equity Shares.
51. Your ability to acquire and sell the Rights Equity Shares offered in the Issue is restricted by the distribution,
solicitation and transfer restrictions set forth in this Letter of Offer.
No actions have been taken to permit a public offering of the Rights Equity Shares offered in the Issue in any
jurisdiction except India. As such, our Rights Equity Shares have not and will not be registered under the
U.S. Securities Act, any state securities laws or the law of any jurisdiction other than India. Further, your
ability to acquire Rights Equity Shares is restricted by the distribution and solicitation restrictions set forth in
this Letter of Offer. For further information, see “Notice to Investors” and “Other Regulatory and Statutory
Disclosures – Selling Restrictions” on pages 8 and 214, respectively. You are required to inform yourself
about and observe these restrictions. Our representatives, our agents and us will not be obligated to recognize
any acquisition, transfer or resale of the Rights Equity Shares made other than in compliance with applicable
law.
52. Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability to
attract foreign investors, which may adversely affect the trading price of our Equity Shares.
Under the foreign exchange regulations currently in force in India, transfers of shares between non-residents
and residents are freely permitted (subject to certain exceptions) if they comply with the requirements
specified by the RBI. If the transfer of shares is not in compliance with such requirements or falls under any
of the specified exceptions, then prior approval of the RBI will be required. In addition, shareholders who
seek to convert the Rupee proceeds from a sale of shares in India into foreign currency and repatriate that
foreign currency from India will require a no-objection or tax clearance certificate from the income tax
authority. Additionally, the Indian government may impose foreign exchange restrictions in certain
emergency situations, including situations where there are sudden fluctuations in interest rates or exchange
rates, where the Indian government experiences extreme difficulty in stabilizing the balance of payments or
where there are substantial disturbances in the financial and capital markets in India. These restrictions may
require foreign investors to obtain the Indian government’s approval before acquiring Indian securities or
repatriating the interest or dividends from those securities or the proceeds from the sale of those securities.
There can be no assurance that any approval required from the RBI or any other government agency can be
obtained on any particular terms or at all.
53. Any future issuance of Equity Shares by us or sales of our Equity Shares by any of our significant
shareholders may adversely affect the trading price of our Equity Shares.
Any future issuance of our Equity Shares by us could dilute your shareholding. Any such future issuance of
our Equity Shares or sales of our Equity Shares by any of our significant shareholders may also adversely
affect the trading price of our Equity Shares and could impact our ability to raise capital through an offering
of our securities. We cannot assure you that we will not issue further Equity Shares or that the shareholders
will not dispose of, pledge or otherwise encumber their Equity Shares. In addition, any perception by investors
that such issuances or sales might occur could also affect the trading price of our Equity Shares.
54. Failure to exercise or sell the Rights Entitlements will cause the Rights Entitlements to lapse without
compensation and result in a dilution of shareholding.
Rights Entitlements that are not exercised prior to the end of the Issue Closing Date will expire and become
null and void, and Eligible Equity Shareholders will not receive any consideration for them. The proportionate
ownership and voting interest in our Company of Eligible Equity Shareholders who fail (or are not able) to
exercise their Rights Entitlements will be diluted. Even if you elect to sell your unexercised Rights
Entitlements, the consideration you receive for them may not be sufficient to fully compensate you for the
dilution of your percentage ownership of the equity share capital of our Company that may be caused as a
39
result of the Issue. Renouncees may not be able to apply in case of failure in completion of renunciation
through off-market transfer in such a manner that the Rights Entitlements are credited to the demat account
of the Renouncees prior to the Issue Closing Date. Further, in case, the Rights Entitlements do not get credited
in time, in case of On Market Renunciation (the last day for which is Friday, August 7, 2020), such Renouncee
will not be able to apply in this Issue with respect to such Rights Entitlements.
55. There may be less information available in the Indian securities markets than in more developed securities
markets in other countries.
There is a difference between the level of regulation and monitoring of the Indian securities markets and that
of the activities of investors, brokers and other participants in securities markets in more developed
economies. SEBI is responsible for monitoring disclosure and other regulatory standards for the Indian
securities market. SEBI has issued regulations and guidelines on disclosure requirements, insider trading and
other matters. There may be, however, less publicly available information about Indian companies than is
regularly made available by public companies in more developed countries, which could adversely affect the
market for our Equity Shares. As a result, investors may have access to less information about our business,
financial condition, cash flows and results of operation, on an ongoing basis, than investors in companies
subject to the reporting requirements of other more developed countries.
56. Our funding requirements and proposed deployment of the Net Proceeds are based on management
estimates and have not been independently appraised by any bank or financial institution or other
independent agency and may be subject to change based on various factors, some of which are beyond our
control.
Our funding requirements and deployment of the Net Proceeds are based on internal management estimates
based on current market conditions and have not been appraised by any bank or financial institution or other
independent agency. Further, in the absence of such independent appraisal, our funding requirements may be
subject to change based on various factors which are beyond our control. For details, see “Objects of the
Issue” on page 65.
57. Rights of shareholders under Indian law may be more limited than under the laws of other jurisdictions.
Our Articles of Association and Indian law govern our corporate affairs. Legal principles relating to these
matters and the validity of corporate procedures, Directors’ fiduciary duties and liabilities, and shareholders’
rights may differ from those that would apply to a corporate entity in another jurisdiction. Shareholders’ rights
under Indian law may not be as extensive as shareholders’ rights under the laws of other countries or
jurisdictions. Investors may have more difficulty in asserting their rights as one of our shareholders than as a
shareholder of a bank or corporate entity in another jurisdiction. In accordance with the provisions of the
Companies Act, the voting rights of an equity shareholder in a company shall be in proportion to the share of
a person in the paid-up equity share capital of that company.
58. Applicants to this Issue are not allowed to withdraw their Applications after the Issue Closing Date.
In terms of the SEBI ICDR Regulations, Applicants in this Issue are not allowed to withdraw their
Applications after the Issue Closing Date. The Allotment in this Issue and the credit of such Rights Equity
Shares to the Applicants’ demat account with its Depository Participant shall be completed within such period
as prescribed under the applicable laws. There is no assurance, however, that material adverse changes in the
international or national monetary, financial, political or economic conditions or other events in the nature of
force majeure, material adverse changes in our business, results of operation or financial condition, or other
events affecting the Applicant’s decision to invest in the Rights Equity Shares, would not arise between the
Issue Closing Date and the date of Allotment in this Issue. Occurrence of any such events after the Issue
Closing Date could also impact the market price of our Equity Shares. The Applicants shall not have the right
to withdraw their applications in the event of any such occurrence. We cannot assure you that the market
price of the Equity Shares will not decline below the Issue Price. To the extent the market price for the Equity
Shares declines below the Issue Price after the Issue Closing Date, the shareholder will be required to purchase
Rights Equity Shares at a price that will be higher than the actual market price for the Equity Shares at that
time. Should that occur, the shareholder will suffer an immediate unrealized loss as a result. We may complete
the Allotment even if such events may limit the Applicants’ ability to sell our Equity Shares after this Issue
or cause the trading price of our Equity Shares to decline.
40
59. The R-WAP payment mechanism facility proposed to be used for this Issue may be exposed to risks,
including risks associated with payment gateways.
In accordance with SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 6, 2020, a separate web
based application platform, i.e., the R-WAP facility (accessible at www.linkintime.co.in), has been instituted
for making an Application in this Issue by resident Investors. Further, R-WAP is only an additional option
and not a replacement of the ASBA process. On R-WAP, the resident Investors can access and fill the
Application Form in electronic mode and make online payment using the internet banking or UPI facility
from their own bank account thereat. For details, see “Terms of the Issue – Procedure for Application through
the R-WAP” on page 190. Such payment gateways and mechanisms are faced with risks such as:
• keeping information technology systems aligned and up to date with the rapidly evolving technology in
the payment services industries;
• scaling up technology infrastructure to meet requirements of growing volumes;
• applying risk management policy effectively to such payment mechanisms;
• keeping users’ data safe and free from security breaches; and
• effectively managing payment solutions logistics and technology infrastructure.
Further, R-WAP is a new facility which has been instituted due to challenges arising out of COVID-19
pandemic. We cannot assure you that R-WAP facility will not suffer from any unanticipated system failure
or breakdown or delay, including failure on part of the payment gateway, and therefore, your Application
may not be completed or rejected. These risks are indicative and any failure to manage them effectively can
impair the efficacy and functioning of the payment mechanism for this Issue. Since Application process
through R-WAP is different from the ASBA process, there can be no assurance that investors will not find
difficulties in accessing and using the RWAP facility.
60. SEBI has recently, by way of circulars dated January 22, 2020 and May 6, 2020, streamlined the process
of rights issues. You should follow the instructions carefully, as stated in such SEBI circulars, and in this
Letter of Offer.
The concept of crediting Rights Entitlements into the demat accounts of the Eligible Equity Shareholders has
recently been introduced by the SEBI. Accordingly, the process for such Rights Entitlements has been
recently devised by capital market intermediaries. Eligible Equity Shareholders are encouraged to exercise
caution, carefully follow the requirements as stated in the SEBI circulars dated January 22, 2020 and May 6,
2020 and ensure completion of all necessary steps in relation to providing/updating their demat account
details in a timely manner. For details, see “Terms of the Issue” on page 178. In accordance with Regulation
77A of the SEBI ICDR Regulations read with the SEBI Rights Issue Circulars, the credit of Rights
Entitlements and Allotment of Rights Equity Shares shall be made in dematerialized form only. Prior to the
Issue Opening Date, our Company shall credit the Rights Entitlements to (i) the demat accounts of the Eligible
Equity Shareholders holding the Equity Shares in dematerialised form; and (ii) demat suspense escrow
account (namely, “LIIPL Gateway Distriparks Ltd Rights Issue Escrow Demat Account”) opened by our
Company, for the Eligible Equity Shareholders which would comprise Rights Entitlements relating to (a)
Equity Shares held in a demat suspense escrow account pursuant to Regulation 39 of the SEBI Listing
Regulations; or (b) Equity Shares held in the account of IEPF authority; or (c) the demat accounts of the
Eligible Equity Shareholder which are frozen or details of which are unavailable with our Company or with
the Registrar on the Record Date; or (d) Equity Shares held by Eligible Equity Shareholders holding Equity
Shares in physical form as on Record Date where details of demat accounts are not provided by Eligible
Equity Shareholders to our Company or Registrar; or (e) credit of the Rights Entitlements
returned/reversed/failed; or (f) the ownership of the Equity Shares currently under dispute, including any
court proceedings.
61. The Eligible Equity Shareholders holding Equity Shares in physical form will have no voting rights in
respect of Rights Equity Shares until they provide details of their demat account and Rights Equity Shares
are transferred to such demat account from the demat suspense escrow account thereafter.
41
The Rights Equity Shares will be credited to a demat suspense escrow account to be opened by our Company,
in case of Allotment in respect of resident Eligible Equity Shareholders holding Equity Shares in physical
form and who have not provided the details of their demat account to the Registrar or our Company at least
two Working Days prior to the Issue Closing Date. Such Eligible Equity Shareholders are required to send,
among others, details of their demat accounts to our Company or the Registrar within six months from the
Allotment Date. Unless and until such Eligible Equity Shareholders provide details of their demat account
and the Rights Equity Shares are transferred from demat suspense escrow account to such demat accounts
thereafter, they will have no voting rights in respect of Rights Equity Shares. For details, see “Terms of the
Issue” on page 178.
62. The Eligible Equity Shareholders holding Equity Shares in physical form and who do not provide details
of their demat accounts within six months of Allotment Date, may suffer loss in case of sale of their Rights
Equity Shares by our Company at the prevailing market price.
The Rights Equity Shares will be credited to a demat suspense escrow account to be opened by our Company,
in case of Allotment in respect of resident Eligible Equity Shareholders holding Equity Shares in physical
form and who have not provided the details of their demat account to the Registrar or our Company at least
two Working Days prior to the Issue Closing Date. Such Eligible Equity Shareholders are required to send,
among others, details of their demat accounts to our Company or the Registrar within six months from the
Allotment Date. For details, see “Terms of the Issue” on page 178.
Our Company (with the assistance of the Registrar) shall, after verification of the details of such demat
account by the Registrar, transfer the Rights Equity Shares from the demat suspense escrow account to the
demat accounts of such Eligible Equity Shareholders. In case of non-receipt of such details of demat account,
our Company shall conduct a sale of such Rights Equity Shares lying in the demat suspense escrow account
on the floor of the Stock Exchanges at the prevailing market price and remit the proceeds of such sale (net of
brokerage, applicable taxes and administrative and incidental charges) to the bank account mentioned by the
resident Eligible Equity Shareholders in their respective Application Forms and from which the payment for
Application Money was made. Proceeds of such sale (net of brokerage, applicable taxes and administrative
and incidental charges) may be higher or lower than the Application Money paid by such Eligible Equity
Shareholders. We cannot assure you that such proceeds by way of sale of such Rights Equity Shares will be
higher than the Application Money paid by you, and that you shall not suffer a loss in this regard.
Further, in case, bank accounts of the aforesaid Eligible Equity Shareholders cannot be identified due to any
reason or bounce back from such bank accounts, our Company may use payment mechanisms such as
cheques, demand drafts etc. to remit the proceeds of sale of the Rights Equity Shares to such Eligible Equity
Shareholders. If such bank account from which Application Money was received is closed or non-operational,
the sale proceeds will be transferred to IEPF in accordance with practice on Equity Shares and as per
applicable law.
63. Investors will be subject to market risks until our Rights Equity Shares credited to the investors’ demat
account are listed and permitted to trade.
Investors can start trading our Rights Equity Shares Allotted to them only after they have been credited to an
investor’s demat account, are listed and permitted to trade. Since our Equity Shares are currently traded on
the Stock Exchanges, investors will be subject to market risk from the date they pay for our Rights Equity
Shares to the date when trading approval is granted for the same. Further, there can be no assurance that our
Rights Equity Shares allocated to an investor will be credited to the investor’s demat account or that trading
in such Rights Equity Shares will commence in a timely manner.
64. Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability to
attract foreign investors, which may adversely impact the market price of our Equity Shares.
Foreign investment in Indian securities is subject to regulation by Indian regulatory authorities. Under the
FDI Policy, issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and
Industry, Government of India, foreign investment up to 100% is permitted in our sector, subject to
satisfaction of certain conditions. Also, under the foreign exchange regulations currently in force in India,
transfers of shares between non-residents and residents are permitted (subject to certain exceptions) if they
comply with, among other things, the pricing guidelines and reporting requirements specified by the RBI. If
the transfer of shares does not comply with such pricing guidelines or reporting requirements or falls under
42
any of the exceptions referred to above, then prior approval of the RBI will be required. Additionally,
shareholders who seek to convert the Rupee proceeds from a sale of shares in India into foreign currency and
repatriate any such foreign currency from India will require a no objection or a tax clearance certificate from
the income tax authority. We cannot assure you that any required approval from the RBI or any other
Government agency can be obtained on any particular terms or at all.
65. Overseas shareholders may not be able to participate in our Company’s future rights offerings or certain
other equity issues.
If our Company offers or causes to be offered to holders of its Equity Shares rights to subscribe for additional
Equity Shares or any right of any other nature, our Company will have discretion as to the procedure to be
followed in making such rights available to holders of the Equity Shares or in disposing of such rights for the
benefit of such holders and making the net proceeds available to such holders. For instance, our Company
may not offer such rights to the holders of Equity Shares who have a registered address in the United States
unless:
• a registration statement is in effect, if a registration statement under the US Securities Act is required in
order for our Company to offer such rights to holders and sell the securities represented by such rights;
or
• the offering and sale of such rights or the underlying securities to such holders are exempt from
registration under the provisions of the US Securities Act.
Our Company has no obligation to prepare or file any registration statement. Accordingly, shareholders who
have a registered address in the United States may be unable to participate in future rights offerings and may
experience a dilution in their holdings as a result.
66. Holders of our Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian
law and could thereby suffer future dilution of their ownership position.
Under the Companies Act, a company incorporated in India must offer holders of its equity shares pre-emptive
rights to subscribe and pay for a proportionate number of shares to maintain their existing ownership
percentages prior to the issuance of any new equity shares, unless the pre-emptive rights have been waived
by the adoption of a special resolution by holders of three-fourths of the equity shares who have voted on
such resolution. However, if the law of the jurisdiction that you are in does not permit the exercise of such
pre-emptive rights without us filing an offering document or registration statement with the applicable
authority in such jurisdiction, you will be unable to exercise such pre-emptive rights unless we make such a
filing. We may elect not to file a registration statement in relation to pre-emptive rights otherwise available
by Indian law to you. To the extent that you are unable to exercise pre-emptive rights granted in respect of
our Equity Shares, you may suffer future dilution of your ownership position and your proportional interests
in us would be reduced.
43
SECTION III: INTRODUCTION
THE ISSUE
This Issue has been authorised by way of a resolution dated June 10, 2020, passed by our Board, pursuant to
Section 62(1)(a)and other applicable provisions of the Companies Act, 2013. The following is a summary of the
Issue and should be read in conjunction with, and is qualified in its entirety by, more detailed information in the
section “Terms of the Issue” on page 178.
Rights Equity Shares being offered by our Company Up to 1,61,07,859 Rights Equity Shares
Rights Entitlements* 4 Rights Equity Share for every 27 fully paid up Equity
Shares held on the Record Date
Record Date Friday, July 24, 2020
Issue Price ₹ 72 per Rights Equity Share (including a premium of ₹ 62
per Rights Equity Share)
Face Value per Rights Equity Share ₹ 10
Dividend Such dividend, in proportion to the amount paid-up on the
Rights Equity Shares, as may be recommended by our
Board and declared by our Shareholders, as per applicable
law.
Issue Size Up to ₹ 11,597.66 lakhs*
* Assuming full subscription.
Equity Shares subscribed, paid–up and outstanding
prior to the Issue
10,87,28,049 Equity Shares
Equity Shares outstanding after the Issue (assuming full
subscription for and Allotment of the Rights Equity
Shares)
12,48,35,908 Equity Shares
Security codes for our Equity Shares, Rights Equity
Shares and Rights Entitlements
ISIN: INE852F01015
BSE: 532622
NSE: GDL
ISIN for Rights Entitlements: INE852F20015
Terms of the Issue See “Terms of the Issue” on page 178
Use of Issue Proceeds See “Objects of the Issue” on page 65
Terms of Payment The full amount is payable on application
*For Rights Equity Shares being offered on a rights basis under this Issue, if the shareholding of any of the Eligible Equity
Shareholders is less than 27 Equity Shares or is not in multiples of 27, the fractional entitlement of such Eligible Equity
Shareholders shall be ignored for computation of the Rights Entitlements. However, Eligible Equity Shareholders whose
fractional entitlements are being ignored earlier will be given preference in the Allotment of one additional Rights Equity
Share each, if such Eligible Equity Shareholders have applied for additional Rights Equity Shares over and above their Rights
Entitlements. For details in relation Fractional Entitlements, see “Terms of the Issue – Fractional Entitlements” beginning
on page 184.
44
SUMMARY OF FINANCIAL INFORMATION
The following tables set forth the summary financial information derived from our Audited Consolidated Financial
Statements. Our summary financial information presented below, is in ₹ / ₹ lakhs and should be read in
conjunction with the Audited Consolidated Financial Statements and the notes thereto included in the section,
“Financial Statements” on page 83.
Statement of consolidated assets and liabilities as at March 31, 2020
(₹ in lakhs)
As at
March 31, 2020
ASSETS
Non-current assets
Property, plant and equipment 1,43,247.22
Capital work-in-progress 542.21
Goodwill 30,315.42
Other intangible assets 2,045.77
Right-of-use assets 20,379.12
Equity Investments in Associates and Joint venture -
Financial assets
i. Other financial assets 3,175.23
Income tax assets (net) 2,494.20
Deferred tax assets (net) 3,200.20
Other non-current assets 2,611.40
Total non-current assets 2,08,010.77
Current assets
Contract Assets 815.96
Financial assets
i . Investments 5,973.39
ii. Trade receivables 12,976.03
iii. Cash and cash equivalents 649.03
iv. Bank balances other than (iii) above 208.41
v. Other financial assets 126.31
Other current assets 799.27
Total current assets 21,548.40
Non-current assets classified as Asset held for sale 14,097.31
Total assets 2,43,656.48
EQUITY AND LIABILITIES
Equity
Equity share capital 10,872.80
Other equity
Reserves and surplus 1,20,798.09
Equity attributable to owners 1,31,670.89
Non-controlling interests 1,064.30
Total equity 1,32,735.19
LIABILITIES
Non-current liabilities
Financial liabilities
i. Borrowings 64,771.40
ii. Lease Liabilities 15,240.23
Provisions 132.65
Employee benefit obligations 1,111.68
Government Grants (EPCG) 363.93
Deferred tax liabilities (net) 384.29
Total non-current liabilities 82,004.18
45
As at
March 31, 2020
Current liabilities
Contract Liabilities 795.94
Financial liabilities
i. Borrowings 5,070.25
ii. Lease Liabilities 3,403.08
iii. Trade payables
-total outstanding dues of micro and small enterprises 76.64
-total outstanding dues other than micro and small enterprises 9,070.94
iv. Other financial liabilities 6,782.50
Employee benefit obligations 1,605.01
Government Grants (EPCG) 134.89
Other current liabilities 1,977.86
Income Tax Liabilities (net) -
Total current liabilities 28,917.11
Total liabilities 1,10,921.29
Total equities and liabilities 2,43,656.48
46
Statement of consolidated profit and loss for the year ended March 31, 2020
(₹ in lakhs)
Year ended
March 31, 2020
Continuing operations
Revenue from operations 1,29,200.74
Other income 1,755.69
Total income 1,30,956.43
Expenses
Operating expenses 81,975.50
Employee benefit expense 5,976.74
Depreciation and amortisation expense 13,328.56
Other expenses 9,907.71
Finance costs 10,262.93
Total expenses 1,21,451.44
Profit before exceptional items, share of net profits of investments accounted for using
equity method and tax from continuing operations
9,504.99
Share of net profit of joint ventures accounted for using the equity method -
Profit before exceptional items and tax from continuing operations 9,504.99
Exceptional items 808.39
Profit before tax from continuing operations 10,313.38
Income tax expense
-Current tax 2,093.31
-Adjustment of tax relating to earlier periods (263.84)
-Deferred tax (2,456.47)
Total tax expense (627.00)
Profit for the year from continuing operations 10,940.38
Discontinuing operations
Share of net profit / (loss) from discontinuing operations of associate accounted for using
the Equity method
(548.39)
Profit for the year 10,391.99
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurements of post-employment benefit obligations (15.93)
Income tax relating to the above 2.21
Other comprehensive income for the year, net of tax (13.72)
Total comprehensive income for the year 10,378.27
Profit is attributable to: 10,391.99
Equity holders of the parent* 10,302.61
Non-controlling interests 89.38
Other comprehensive income is attributable to: (13.72)
Equity holders of the parent* (13.05)
Non-controlling interests (0.67)
Total comprehensive income is attributable to: 10,378.27
Equity holders of the parent* 10,289.56
Non-controlling interests 88.71
Basic & Diluted Earnings Per Share for profit from continuing operations attributable to
equity holders of the parent:* (Face value Rs 10 each)
9.98
Basic & Diluted Earnings/(loss) Per Share for profit from discontinuing operations
attributable to equity holders of the parent:* (Face value Rs 10 each)
(0.50)
Basic & Diluted Earnings Per Share for profit from continuing and discontinuing operations
attributable to equity holders of the parent:* (Face value Rs 10 each)
9.48
*For the purposes of the above, “parent” shall be understood to mean Gateway Distriparks Limited.
47
Statement of consolidated cash flow for the year ended March 31, 2020
(₹ in lakhs)
Year ended
March 31, 2020
A. Cash flow from operating activities
Profit before tax from continuing operations 10,313.38
Profit/(Loss) before tax from discontinued operations (548.39)
Profit before tax 9,764.99
Adjustments to reconcile profit before tax to net cash flows:
Depreciation of property, plant and equipment and right-of-use assets 13,063.23
Amortisation of intangible assets 265.33
Finance costs 10,262.93
Bad debts written off and provision for doubtful debts 287.51
Interest income on fixed deposit with bank & others (199.52)
Loss/(gain) on sale/ disposal of property, plant and equipments (net) 43.67
Exceptional item (808.39)
Net Share of net profit of associates and joint ventures accounted for using the equity method
(net of dividend received)
-
Liabilities/Provisions no longer required written back (442.85)
Write back of provision for accrued income no longer required (net) (150.54)
Net gain on redemption of Investments (472.40)
Government Grant (EPCG) amortisation (134.89)
Unwinding of discount on security deposit (4.23)
Working capital adjustments
(Increase)/decrease in trade receivables (526.86)
(Increase)/decrease in contract assets (277.69)
(Increase)/decrease in other financial assets (91.99)
(Increase)/decrease in other non-current assets 390.20
(Increase)/decrease in other current assets 594.17
Increase/(decrease) in contract liabilities (427.42)
Increase/(decrease) in trade payables 2,154.48
Increase/(decrease) in other financial liabilities (182.49)
Increase/(decrease) in Employee benefit obligations (341.65)
Increase/(decrease) in other current liabilities 822.06
Cash generated from operations 33,587.65
Income taxes paid (3,325.97)
Net cash flow from operating activities [A] 30,261.68
B. Cash flow from investing activities
Purchase of property, plant and equipment/ intangible assets (4,939.54)
Proceeds from sale of non-current investments 4,538.36
Acquisition of a subsidiary, net of cash acquired -
Proceeds from sale of current investments 13,040.20
Purchase of current investments (14,565.00)
Interest received 74.18
Net cash flow used in investing activities [B] (1,851.80)
C. Cash flow from financing activities
Repayment of borrowings (11,775.17)
Proceeds from borrowings 1,996.68
Repayment of lease liabilities (4,402.86)
Dividends paid (9,785.52)
Dividend distribution tax (1,013.45)
Interest paid (8,645.00)
Net cash flow from/(used) in financing activities [C] (33,625.32)
Net increase/(decrease) in cash and cash equivalents [A+B+C] (5,215.45)
Cash and cash equivalents at the beginning of the financial year 794.23
Cash and cash equivalents at the end of the year (4,421.22)
48
Reconciliation of Cash and Cash Equivalents with Statement of Cash Flow Year ended
March 31, 2020
Cash Flow statement as per above comprises of the following
Cash and cash equivalents 649.03
Bank overdrafts (5,070.25)
Balances as per statement of cash flows (4,421.22)
49
GENERAL INFORMATION
Our Company was incorporated as ‘Gateway Distriparks Limited’ on April 6, 1994, at New Delhi, as a public
limited company under the Companies Act, 1956 and a certificate of incorporation was granted to our Company
by the RoC, New Delhi. Our Company was granted a certificate of commencement of business by the RoC, New
Delhi on October 24, 1994. For details, including reasons for change in the registered office of our Company, see
“History and Corporate Structure” on page 77.
Registered and Corporate Office, Corporate Identity Number and Registration Number of our Company
Gateway Distriparks Limited
Sector 6, Dronagiri
Tal: Uran, Dt: Raigad
Navi Mumbai, Maharashtra – 400 707
India
CIN: L74899MH1994PLC164024
Registration Number: 164024
E-mail: [email protected]
Website: www.gateway-distriparks.com
Address of the Registrar of Companies
Our Company is registered with the RoC, Mumbai which is situated at the following address:
Registrar of Companies
Everest, 5th Floor
100, Marine Drive
Mumbai, Maharashtra – 400 002
India
Board of Directors
The following table sets out the details of our Board as of the date of this Letter of Offer:
Name Designation DIN Address
Prem Kishan Dass Gupta Chairman and Managing
Director
00011670 94, Sainik Farm, Khanpur, New Delhi –
110 062, India
Ishaan Gupta Joint Managing Director 05298583 94, Sainik Farms, Khanpur, New Delhi –
110 062, India
Mamta Gupta Non-Executive Director 00160916 94, Sainik Farm, Khanpur, New Delhi –
110 062, India
Samvid Gupta Additional Director
(Non-Executive
Director)
05320765 94, Sainik Farms, Khanpur, New Delhi –
110 062, India
Shabbir Hakimuddin
Hassanbhai
Independent Director 00268133 36, Keppel Bay Drive #05-78, Caribbean
at Keppel Bay – 098 653, Singapore
Bhaskar Avula Reddy Independent Director 06554896 1-60/B/6/E-7, Rolling Hills, Opposite
Ramky Towers, Gachibowli, K.V.
Rangareddy, Gachibowli, Telangana –
500 032, India
Arun Kumar Gupta Independent Director 06571270 S – 131, First Floor, Greater Kailash – 2,
New Delhi – 110 048, India
Shukla Wassan Additional Director
(Independent Director)
02770898 BLD-214, The Belaire, DLF City, Phase-
V, Gurgaon, Haryana – 122 011, India
Company Secretary and Compliance Officer
Veena Nair
Sector 6, Dronagiri
Tal: Uran, Dt: Raigad
Navi Mumbai, Maharashtra – 400 707
50
India
Telephone: + 91 (11) 2956 1070, +91 (22) 2724 6500
E-mail: [email protected]
Lead Manager to the Issue
ICICI Securities Limited
ICICI Centre, H.T. Parekh Marg
Churchgate, Mumbai
Maharashtra – 400 020, India
Telephone: +91 (22) 2288 2460
Email: [email protected]
Investor Grievance Email: [email protected]
Contact Person: Shekher Asnani / Arjun A Mehrotra
Website: www.icicisecurities.com
SEBI Registration No.: INM000011179
Statement of responsibilities of the Lead Manager
ICICI Securities Limited is the sole Lead Manager to the Issue, and accordingly, there is no inter se allocation of
responsibilities in the Issue. The details of responsibilities of the Lead Manager are as follows:
S. No. Activity
1. Capital structuring with the relative components and formalities such as type of instrument, number of instruments to
be issued, etc.
2. Coordination for drafting and design of the Letter of Offer as per the SEBI ICDR Regulations, SEBI LODR
Regulations and other stipulated requirements and completion of filings with the Stock Exchanges and SEBI.
Drafting, design and distribution of the Abridged Letter of Offer, the Application Form and memorandum containing
salient features of the Letter of Offer.
3. Drafting, design and distribution of the Rights Entitlement Form.
4. Selection of various agencies connected with the Issue, namely Registrar to the Issue, printers, advertisement agencies,
Monitoring Agency and coordination of execution of related agreements.
5. Assist drafting and approval of all publicity material including statutory advertisement, corporate advertisement,
brochure, corporate films, etc.
6. Formulating and Coordination of International and Domestic marketing strategy.
7. Formulating retail strategy which will cover, inter alia, distribution of publicity and Issue materials including
application form, brochure and Letter of Offer and coordination for queries related to retail investors.
8. Formulating marketing strategy which will cover, inter alia, distribution of publicity and Issue materials including
application form, brochure and this Letter of Offer.
9. Co-ordination with stock exchanges and formalities for use of online software, bidding terminal, mock trading, etc..
Submission of 1% security deposit
10. Post-Issue activities, which shall involve essential follow-up steps including follow-up with Bankers to the Issue and
the SCSBs to get quick estimates of collection and advising the Company about the closure of the Issue, based on
correct figures, finalisation of the basis of Allotment or weeding out of multiple applications, listing of instruments,
dispatch of certificates or demat credit and refunds and coordination with various agencies connected with the post-
issue activity such as Registrar to the Issue, Bankers to the Issue, SCSBs, etc. and coordination for filing of media
compliance report, if any, release of 1% security deposit
Indian legal counsel to the Issue
Khaitan & Co
12th Floor, Ashoka Estate
24 Barakhamba Road
New Delhi – 110 001
Telephone: +91 11 4151 5454
Special Purpose International Legal Counsel to the Lead Manager
Squire Patton Boggs Singapore LLP
1 Marina Boulevard
#21-01 One Marina Boulevard
51
Singapore 018989
Republic of Singapore
Telephone: +65 6922 8668
Registrar to the Issue
Link Intime India Private Limited
C-101, 1st Floor, 247 Park
Lal Bahadur Shastri Marg, Vikhroli (West)
Mumbai, Maharashtra - 400 083, India
Telephone: +91 (22) 4918 6173 / 6174 / 6200
E-mail id: [email protected]
Investor grievance email: [email protected]
Contact person: Sumeet Deshpande
Website: www.linkintime.co.in
SEBI registration number: INR000004058
Investors may contact the Registrar or our Company Secretary and Compliance Officer for any pre-Issue or post-
Issue related matter. All grievances relating to the ASBA process or R-WAP process may be addressed to the
Registrar, with a copy to the SCSBs (in case of ASBA process), giving full details such as name, address of the
Applicant, contact number(s), E-mail address of the sole / first holder, folio number or demat account number,
number of Rights Equity Shares applied for, amount blocked (in case of ASBA process) or amount debited (in
case of R-WAP process), ASBA Account number and the Designated Branch of the SCSBs where the Application
Form or the plain paper application, as the case may be, was submitted by the Investors along with a photocopy
of the acknowledgement slip (in case of ASBA process), and copy of the e-acknowledgement (in case of R-WAP
process). For details on the ASBA process and R-WAP process, see “Terms of the Issue” on page 178.
Expert
Our Company has not included any name in this Letter of Offer as an “expert”, as defined under Section 2(38) of
the Companies Act, 2013.
Banker to the Issue
HDFC Bank Limited
FIG- OPS Department- Lodha, I Think Techno Campus O-3 Level
Next to Kanjurmarg, Railway Station
Kanjurmarg (East), Mumbai,
Maharashtra – 400 042, India
Telephone: +91 (22) 3075 2927 /28 / 2914
E-mail: [email protected], [email protected], [email protected],
Contact Persons: Vincent Dsouza, Siddharth Jadhav, Prasanna Uchil, Neerav Desai
Website: www.hdfcbank.com
Banker to our Company
HDFC Bank Limited
FIG- OPS Department- Lodha, I Think Techno Campus O-3 Level
Next to Kanjurmarg, Railway Station
Kanjurmarg (East), Mumbai,
Maharashtra – 400 042, India
Telephone: +91 (22) 3075 2927 /28 / 2914
E-mail: [email protected], [email protected], [email protected],
Contact Persons: Vincent Dsouza, Siddharth Jadhav, Prasanna Uchil, Neerav Desai
Website: www.hdfcbank.com
Designated Intermediaries
52
Self-Certified Syndicate Banks
The list of banks that have been notified by SEBI to act as the SCSBs for the ASBA process is provided on the
website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes as updated
from time to time or at such other website as may be prescribed from time to time. Further, for a list of branches
of the SCSBs named by the respective SCSBs to receive the ASBA applications from the Designated
Intermediaries and updated from time to time, please refer to the above mentioned link or any such other website
as may be prescribed by SEBI from time to time.
Issue Schedule
Last Date for credit of Rights Entitlements: Wednesday, July 29, 2020
Issue Opening Date: Thursday, July 30, 2020 Last Date for On Market Renunciation#: Friday, August 7, 2020 Issue Closing Date*: Thursday, August 13, 2020 Finalisation of Basis of Allotment (on or about): Thursday, August 20, 2020
Date of Allotment (on or about): Friday, August 21, 2020
Date of credit (on or about): Monday, August 24, 2020
Date of listing (on or about): Tuesday, August 25, 2020
# Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a
manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing Date.
* Our Board or a duly authorized committee thereof will have the right to extend the Issue period as it may determine from
time to time, provided that this Issue will not remain open in excess of 30 (thirty) days from the Issue Opening Date. Further,
no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.
Please note that if Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date, have
not provided the details of their demat accounts to our Company or to the Registrar, they are required to provide
their demat account details to our Company or the Registrar not later than two Working Days prior to the Issue
Closing Date, i.e., Tuesday, August 11, 2020, to enable the credit of the Rights Entitlements by way of transfer
from the demat suspense escrow account to their respective demat accounts at least one day before the Issue
Closing Date, i.e., Wednesday, August 12, 2020. Further, in accordance with the SEBI Rights Issue Circulars, (a)
the Eligible Equity Shareholders who hold Equity Shares in physical form as on Record Date; or (b) the Eligible
Equity Shareholders who hold Equity Shares in physical form as on Record Date and who have not furnished the
details of their demat account to the Registrar or our Company at least two Working Days prior to the Issue
Closing Date, desirous of subscribing to Rights Equity Shares may also apply in this Issue during the Issue Period.
For details, see “Terms of the Issue” on page 178.
Investors are advised to ensure that the Applications are submitted on or before the Issue Closing Date. Our
Company, the Lead Manager or the Registrar will not be liable for any loss on account of non-submission of
Applications on or before the Issue Closing Date. Further, it is also encouraged that the applications are submitted
well in advance before Issue Closing Date, due to prevailing COVID-19 related conditions. For details on
submitting Application, see “Terms of the Issue” on page 178.
The details of the Rights Entitlements with respect to each Eligible Equity Shareholders can be accessed by such
respective Eligible Equity Shareholders on the website of the Registrar at www.linkintime.co.in after keying in
their respective details along with other security control measures implemented thereat. For details, see “Terms of
the Issue” on page 178.
Credit Rating
As this Issue is for an issuance of Equity Shares, there is no requirement for credit rating for this Issue.
Debenture Trustee
As this Issue is of Equity Shares, the appointment of a debenture trustee is not required.
Monitoring Agency
Our Company has appointed HDFC Bank Limited as the monitoring agency, in accordance with Regulation 82
of the SEBI ICDR Regulations, to monitor the utilisation of Net Proceeds. The details of the Monitoring Agency
are as follows:
53
HDFC Bank Limited
FIG- OPS Department- Lodha, I Think Techno Campus O-3 Level
Next to Kanjurmarg, Railway Station
Kanjurmarg (East), Mumbai,
Maharashtra – 400 042, India
Telephone: +91 (22) 3075 2927 /28 / 2914
E-mail: [email protected], [email protected], [email protected],
Contact Persons: Vincent Dsouza, Siddharth Jadhav, Prasanna Uchil, Neerav Desai
Website: www.hdfcbank.com
Appraising Entity
None of the purposes for which the Net Proceeds are proposed to be utilised have been financially appraised by
any banks or financial institution or any other independent agency.
Minimum Subscription
Pursuant to the SEBI Circular dated April 21, 2020, bearing reference no. SEBI/HO/CFD/CIR/CFD/DIL/ 67/2020
granting relaxations from certain provisions of the SEBI ICDR Regulations, if our Company does not receive the
minimum subscription of 75% of the Issue Size, our Company shall refund the entire subscription amount received
within 15 days from the Issue Closing Date. However, if our Company receives subscription between 75% to 90%
of the Issue Size, at least 75% of the Issue Size shall be utilized for the objects of this Issue other than general
corporate purposes. If there is delay in the refund of the subscription amount beyond such period as prescribed by
applicable laws, our Company and Directors who are “officers in default” will pay interest for the delayed period,
as prescribed under applicable laws.
Further, our Promoters have confirmed their intention to apply for, and subscribe to, additional Rights Equity
Shares and to any part of the unsubscribed portion in this Issue, subject to compliance with the minimum public
shareholding requirements, as prescribed under the SCRR and the SEBI Listing Regulations.
Underwriting
This Issue is not underwritten.
Filing
This Letter of Offer is being filed with the Designated Stock Exchange, SEBI, and NSE, as per the provisions of
the SEBI ICDR Regulations. Further, in terms of the SEBI ICDR Regulations, our Company will simultaneously
while filing this Letter of Offer with the Designated Stock Exchange, submit a copy of this Letter of Offer to
SEBI, through an online filing through the SEBI intermediary portal at https://siportal.sebi.gov.in in terms of the
circular (No. SEBI/HO/CFD/DIL1/CIR/P/2018/011) dated January 19, 2018 issued by the SEBI. Further, in light
of the SEBI notification dated March 27, 2020, our Company will submit a copy of this Letter of Offer to the
email address: [email protected].
54
CAPITAL STRUCTURE
The share capital of our Company as on the date of this Letter of Offer is as provided below:
(in ₹ lakhs, except share data)
Aggregate value at face
value
Aggregate value
at Issue Price
1 AUTHORISED SHARE CAPITAL
12,50,00,000 Equity Shares of ₹ 10 each 12,500.00 -
2 ISSUED, SUBSCRIBED AND PAID-UP CAPITAL BEFORE
THIS ISSUE
10,87,28,049 Equity Shares of ₹ 10 each 10,872.80 -
3 PRESENT ISSUE IN TERMS OF THIS LETTER OF OFFER(1)
1,61,07,859 Rights Equity Shares, each at a premium of ₹ 62 per
Rights Equity Share, i.e., at a price of ₹ 72 per Rights Equity Share
1,610.79 11,597.66
4 ISSUED, SUBSCRIBED AND PAID-UP CAPITAL AFTER THIS
ISSUE(2)
12,48,35,908 Equity Shares of ₹ 10 each 12,483.59 -
SECURITIES PREMIUM ACCOUNT
Before this Issue 34,594.59
After this Issue 44,581.46* (1) This Issue has been authorised by a resolution passed by our Board at its meeting held on June 10, 2020, pursuant to
Section 62(1)(a) and other applicable provisions of the Companies Act, 2013. (2) Assuming full subscription for and Allotment of the Rights Equity Shares.
* Subject to finalisation of Basis of Allotment, Allotment and deduction of Issue expenses.
55
Notes to the Capital Structure
1. Shareholding pattern of our Company as per the last quarterly filing with the Stock Exchanges in compliance with the provisions of the SEBI Listing
Regulations:
(i) The shareholding pattern of our Company as on June 30, 2020, is as follows:
Catego
ry (I)
Category
of
shareholde
r
(II)
Nos. of
shareholders
(III)
No. of fully paid
up equity shares
held
(IV)
No. of
Partly
paid-up
equity
shares
held
(V)
No. of shares
underlying
Depository
Receipts
(VI)
Total nos. shares
held (VII)
= (IV) +(V)+(VI)
Shareholdi
ng as a %
of total no.
of shares
(calculated
as per
SCRR,
1957)
(VIII) As a
% of
(A+B+C2)
Number of Voting Rights held in each class of
securities (IX)
No. of Shares
Underlying
Outstanding
convertible
securities
(including
Warrants)
(X)
Shareholdin
g , as a %
assuming full
conversion of
convertible
securities (as
a percentage
of diluted
share
capital)
(XI)=
(VII)+(X) As
a % of
(A+B+C2)
Number of
Locked in
shares(XII)
Number of
Shares pledged
or otherwise
encumbered(XIII
)
Number of
equity shares
held in
dematerialized
form (XIV)
Number of Voting Rights Total as a
% of
(A+B+C)
No.
(a)
As a %
of total
Shares
held (b)
No.
(a)
As a %
of total
Shares
held (b)
Class X
(Equity)
Class
Y
Total
(A)
Promoter &
Promoter
Group
6 32804998 0 0 32804998 30.17 32804998 0 32804998 30.17 0 30.17 0 0 30000 0.09 32804998
(B) Public 35338 75923051 0 0 75923051 69.83 75923051 0 75923051 69.83 0 69.83 0 0 0 0 75922934
(C)
Non
Promoter-
Non Public
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(C1)
Shares
underlying
DRs
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(C2)
Shares held
by
Employee
Trusts
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Total 35344 108728049 0 0 108728049 100.00 108728049 0 108728049 100.00 0 100.00 0 0.00 3000 0.09 108727932
56
(ii) Statement showing shareholding pattern of the Promoters and Promoter Group as on June 30, 2020 is as follows:
(A) Category & Name
of the
shareholders (I)
Nos. of
shareholder
(III)
No. of fully paid
up equity shares
held (V)
No. of
Partly
paid-
up
equity
shares
held
(V)
No. of
shares
underlying
Depository
Receipts
(VI)
Total nos. shares
held (VII)=
(IV)+(V)+(VI)
Shareholding %
calculated as
per SCRR, 1957
As a % of
(A+B+C2)(VIII)
Number of Voting Rights held in each class of
securities (IX)
No. of
Shares
Underlying
Outstanding
convertible
securities
(including
Warrants)
(X)
Shareholding,
as a %
assuming full
conversion of
convertible
securities (as
a percentage
of diluted
share capital)
(XI)=
(VII)+(X) as a
% of
(A+B+C2)
Number of
Locked in
shares(XII)
Number of Shares
pledged or otherwise
encumbered(XIII)
Number of
equity shares
held in
dematerialized
form (XIV)
Number of Voting Rights Total as a
% of
Total
Voting
rights
No.(a) As a
% of
total
Shares
held
(b)
No. (a) As a % of
total
Shares
held (b)
Class X(Equity) Class
Y
Total
(1) Indian 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(a) Individuals/Hindu
undivided Family
4 5604998 0 0 5604998 5.16 5604998 0 5604998 5.16 0 5.16 0 0 0 0 5604998
Prem Kishan Dass
Gupta
1 4415000 0 0 4415000 4.06 4415000 0 4415000 4.06 0 4.06 0 0 0 0 4415000
Mamta Gupta 1 509998 0 0 509998 0.47 509998 0 509998 0.47 0 0.47 0 0 0 0 509998
Samvid Gupta 1 350000 0 0 350000 0.32 350000 0 350000 0.32 0 0.32 0 0 0 0 350000
Ishaan Gupta 1 330000 0 0 330000 0.3 330000 0 330000 0.3 0 0.3 0 0 0 0 330000
(b) Central
Government/ State
Government(s)
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(c) Financial
Institutions/ Banks
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(d) Any Other (specify) 2 27200000 0 0 27200000 25.02 27200000 0 27200000 25.02 0 25.02 0 0 30000 0.11 27200000
i) Bodies
Corporate
2 27200000 0 0 27200000 25.02 27200000 0 27200000 25.02 0 25.02 0 0 30000 0.12 27200000
Prism International
Private Limited
1 24900000 0 0 24900000 22.9 24900000 0 24900000 22.9 0 22.9 0 0 30000 0.12 24900000
Perfect
Communications
Private Limited
1 2300000 0 0 2300000 2.12 2300000 0 2300000 2.12 0 2.12 0 0 0 0 2300000
Sub-Total (A)(1) 6 32804998 0 0 32804998 30.17 32804998 0 32804998 30.17 0 30.17 0 0 30000 0.09 32804998
(2) Foreign 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(a) Individuals (Non-
Resident
Individuals/Foreign
Individuals)
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(b) Government 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(c) Institutions 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(d) Foreign Portfolio
Investor
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
57
(A) Category & Name
of the
shareholders (I)
Nos. of
shareholder
(III)
No. of fully paid
up equity shares
held (V)
No. of
Partly
paid-
up
equity
shares
held
(V)
No. of
shares
underlying
Depository
Receipts
(VI)
Total nos. shares
held (VII)=
(IV)+(V)+(VI)
Shareholding %
calculated as
per SCRR, 1957
As a % of
(A+B+C2)(VIII)
Number of Voting Rights held in each class of
securities (IX)
No. of
Shares
Underlying
Outstanding
convertible
securities
(including
Warrants)
(X)
Shareholding,
as a %
assuming full
conversion of
convertible
securities (as
a percentage
of diluted
share capital)
(XI)=
(VII)+(X) as a
% of
(A+B+C2)
Number of
Locked in
shares(XII)
Number of Shares
pledged or otherwise
encumbered(XIII)
Number of
equity shares
held in
dematerialized
form (XIV)
Number of Voting Rights Total as a
% of
Total
Voting
rights
No.(a) As a
% of
total
Shares
held
(b)
No. (a) As a % of
total
Shares
held (b)
Class X(Equity) Class
Y
Total
(e) Any Other (specify)
Sub-Total (A)(2) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Total
Shareholding of
Promoter and
Promoter Group
(A)= (A)(1)+(A)(2)
6 32804998 0 0 32804998 30.17 32804998 0 32804998 30.17 0 30.17 0 0.00 30000 0.09 32804998
58
(iii) Statement showing shareholding pattern of the public shareholders of the total number of Equity Shares as on June 30, 2020 is as follows:
(B) Category & Name of
the shareholders (I)
Nos. of
shareholder
(III)
No. of fully paid
up equity shares
held (IV)
No. of
Partly
paid-
up
equity
shares
held
(V)
No. of
shares
underlying
Depository
Receipts
(VI)
Total nos. shares
held (VII) =
(IV)+(V)+ (VI)
Shareholding
% calculated
as per SCRR,
1957 As a %
of (A+B+C2)
(VIII)
Number of Voting Rights held in each class of
securities (IX)
No. of
Shares
Underl
ying
Outsta
nding
convert
ible
securiti
es
(includi
ng
Warra
nts) (X)
Shareholding,
as a %
assuming full
conversion of
convertible
securities (as a
percentage of
diluted share
capital) (XI)=
(VII)+(X) as a
% of
(A+B+C2)
Number of
Locked in
shares(XII)
Number of Shares
pledged or otherwise
encumbered(XIII)
Number of
equity shares
held in
dematerialized
form (XIV) Number of Voting Rights Total as a
% of
Total
Voting
rights
No.(a) As a %
of total
Shares
held (b)
No. (Not
applicable)
(a)
As a % of
total
Shares
held (Not
applicable
)
(b)
Class
X(Equity)
Class
Y
Total
(1) Institutions 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(a) Mutual Funds/UTI 5 20702096 0 0 20702096 19.04 20702096 0 20702096 19.04 0 19.04 0 0 0 20702096
Icici Prudential Value
Discovery Fund
1 9444665 0 0 9444665 8.69 9444665 0 9444665 8.69 0 8.69 0 0 0 9444665
Mirae Asset Emerging
Bluechip Fund
1 7974743 0 0 7974743 7.33 7974743 0 7974743 7.33 0 7.33 0 0 0 7974743
Franklin Build India
Fund
1 1300000 0 0 1300000 1.2 1300000 0 1300000 1.2 0 1.2 0 0 0 1300000
Sbi Contra Fund 1 1197885 0 0 1197885 1.1 1197885 0 1197885 1.1 0 1.1 0 0 0 1197885
(b) Venture Capital Funds 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(c) Alternate Investment
Funds
2 408974 0 0 408974 0.38 408974 0 408974 0.38 0 0.38 0 0 0 408974
(d) Foreign Venture
Capital Investors
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(e) Foreign Portfolio
Investors
50 29248662 0 0 29248662 26.9 29248662 0 29248662 26.9 0 26.9 0 0 0 29248662
Amansa Holdings
Private Limited
1 9778635 0 0 9778635 8.99 9778635 0 9778635 8.99 0 8.99 0 0 0 9778635
Kuwait Investment
Authority Fund 225
1 3725598 0 0 3725598 3.43 3725598 0 3725598 3.43 0 3.43 0 0 0 3725598
Eastspring
Investments India
Infrastructure Equity
Open Limited
1 1802863 0 0 1802863 1.66 1802863 0 1802863 1.66 0 1.66 0 0 0 1802863
Schroder International
Selection Fund Asian
Smaller Companies
1 1708170 0 0 1708170 1.57 1708170 0 1708170 1.57 0 1.57 0 0 0 1708170
Mirae Asset India
Mid Cap Equity Fund
1 1472981 0 0 1472981 1.35 1472981 0 1472981 1.35 0 1.35 0 0 0 1472981
Tkp Investments Bv -
Aegon Custody B.V.
Re Mm Equity Small
Cap Fund
1 1362042 0 0 1362042 1.25 1362042 0 1362042 1.25 0 1.25 0 0 0 1362042
Schroder Small Cap
Discovery Fund
1 1267372 0 0 1267372 1.17 1267372 0 1267372 1.17 0 1.17 0 0 1267372
59
(B) Category & Name of
the shareholders (I)
Nos. of
shareholder
(III)
No. of fully paid
up equity shares
held (IV)
No. of
Partly
paid-
up
equity
shares
held
(V)
No. of
shares
underlying
Depository
Receipts
(VI)
Total nos. shares
held (VII) =
(IV)+(V)+ (VI)
Shareholding
% calculated
as per SCRR,
1957 As a %
of (A+B+C2)
(VIII)
Number of Voting Rights held in each class of
securities (IX)
No. of
Shares
Underl
ying
Outsta
nding
convert
ible
securiti
es
(includi
ng
Warra
nts) (X)
Shareholding,
as a %
assuming full
conversion of
convertible
securities (as a
percentage of
diluted share
capital) (XI)=
(VII)+(X) as a
% of
(A+B+C2)
Number of
Locked in
shares(XII)
Number of Shares
pledged or otherwise
encumbered(XIII)
Number of
equity shares
held in
dematerialized
form (XIV) Number of Voting Rights Total as a
% of
Total
Voting
rights
No.(a) As a %
of total
Shares
held (b)
No. (Not
applicable)
(a)
As a % of
total
Shares
held (Not
applicable
)
(b)
Class
X(Equity)
Class
Y
Total
Mirae Asset India
Small-Mid Cap Focus
Equity Master
Investment Trust
1 1219803 0 0 1219803 1.12 1219803 0 1219803 1.12 0 1.12 0 0 0 1219803
(f) Financial Institutions/
Banks
4 7749376 0 0 7749376 7.13 7749376 0 7749376 7.13 0 7.13 0 0 0 7749376
Life Insurance
Corporation Of India
1 7701279 0 0 7701279 7.08 7701279 0 7701279 7.08 0 7.08 0 0 0 7701279
(g) Insurance Companies 3 2552700 0 0 2552700 2.35 2552700 0 2552700 2.35 0 2.35 0 0 0 2552700
General Insurance
Corporation Of India
1 1320000 0 0 1320000 1.21 1320000 0 1320000 1.21 0 1.21 0 0 0 1320000
(h) Provident Funds/
Pension Funds
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(i) Any Other (specify) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Sub-Total (B)(1) 64 60661808 0 0 60661808 55.79 60661808 0 60661808 55.79 0 55.79 0 0 0 60661808
(2) Central
Government/ State
Government(s)/
President of India
1 1000 0 0 1000 0 1000 0 1000 0 0 0 0 0 0 1000
Sub-Total (B)(2) 1 1000 0 0 1000 0 1000 0 1000 0 0 0 0 0 0 1000
(3) Non-institutions 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(a) Individuals 33096 11760923 0 0 11760923 10.81 11760923 0 11760923 10.81 0 10.81 0 0 0 11760923 i) Individual
shareholders holding
nominal share capital
up to Rs. 2 lakhs.
33054 8766438 0 0 8766438 8.06 8766438 0 8766438 8.06 0 8.06 0 0 0 8766438
ii) Individual
shareholders holding
nominal share capital
in excess of Rs. 2
lakhs.
42 2994485 0 0 2994485 2.75 2994485 0 2994485 2.75 0 2.75 0 0 0 2994485
(b) NBFCs registered
with RBI
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(c) Employee Trusts 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(d) Overseas Depositories
(holding DRs)
(balancing figure)
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(e) Any Other (specify) 2177 3499320 0 0 3499320 3.22 3499320 0 3499320 3.22 0 3.22 0 0 0 3499208
60
(B) Category & Name of
the shareholders (I)
Nos. of
shareholder
(III)
No. of fully paid
up equity shares
held (IV)
No. of
Partly
paid-
up
equity
shares
held
(V)
No. of
shares
underlying
Depository
Receipts
(VI)
Total nos. shares
held (VII) =
(IV)+(V)+ (VI)
Shareholding
% calculated
as per SCRR,
1957 As a %
of (A+B+C2)
(VIII)
Number of Voting Rights held in each class of
securities (IX)
No. of
Shares
Underl
ying
Outsta
nding
convert
ible
securiti
es
(includi
ng
Warra
nts) (X)
Shareholding,
as a %
assuming full
conversion of
convertible
securities (as a
percentage of
diluted share
capital) (XI)=
(VII)+(X) as a
% of
(A+B+C2)
Number of
Locked in
shares(XII)
Number of Shares
pledged or otherwise
encumbered(XIII)
Number of
equity shares
held in
dematerialized
form (XIV) Number of Voting Rights Total as a
% of
Total
Voting
rights
No.(a) As a %
of total
Shares
held (b)
No. (Not
applicable)
(a)
As a % of
total
Shares
held (Not
applicable
)
(b)
Class
X(Equity)
Class
Y
Total
i) Bodies Corporate 354 955954 0 0 955954 0.88 955954 0 955954 0.88 0 0.88 0 0 0 955842
ii) Clearing Members 70 87457 0 0 87457 0.08 87457 0 87457 0.08 0 0.08 0 0 0 87457
iii) Director or
Director’s Relative
1 471 0 0 471 0 471 0 471 0 0 0 0 0 0 471
iv) Employees 9 960038 0 0 960038 0.88 960038 0 960038 0.88 0 0.88 0 0 0 960038
v)HUF 863 516685 0 0 516685 0.48 516685 0 516685 0.48 0 0.48 0 0 0 516685
vi) IEPF 1 15228 0 0 15228 0.01 15228 0 15228 0.01 0 0.01 0 0 0 15228
vii) Non- resident
Indian
878 962436 0 0 962436 0.89 962436 0 962436 0.89 0 0.89 0 0 0 962436
viii) Trusts 1 1051 0 0 1051 0 1051 0 1051 0 0 0 0 0 0 1051
Sub-Total (B)(3) 35273 15260243 0 0 15260243 14.04 15260243 0 15260243 14.04 0 14.04 0 0 0 15260126
Total Public
Shareholding (B)=
(B)(1)+(B)(2)+(B)( 3)
35338 75923051 0 0 75923051 69.83 75923051 0 75923051 69.83 0 69.83 0 0.00 0 75922934
Details of shares which remain unclaimed with details of such number of shareholders, outstanding shares held in demat / unclaimed suspense account, voting rights which are frozen etc.
No. of shareholders No of shares held
1 112
61
(iv) Statement showing shareholding pattern of the non-Promoter and non-public shareholders of our Company as on June 30, 2020 is as follows:
(C) Category &
Name of the
shareholders
(I)
Nos. of
shareholder
(III)
No. of
fully
paid
up
equity
shares
held
(IV)
No. of
Partly
paid-
up
equity
shares
held
(V)
No. of shares
underlying
Depository
Receipts (VI)
Total nos. shares
held (VII)=
(IV)+(V)+(VI)
Shareholding %
calculated as per
SCRR, 1957 As a
% of
(A+B+C2)(VIII)
Number of Voting Rights held in each class of
securities (IX)
No. of Shares
Underlying
Outstanding
convertible
securities
(including
Warrants)
(X)
Shareholding,
as a %
assuming full
conversion of
convertible
securities (as a
percentage of
diluted share
capital) (XI)=
(VII)+(X) as a
% of
(A+B+C2)
Number of
Locked in
shares(XII)
Number of Shares
pledged or otherwise
encumbered(XIII)
Number of
equity shares
held in
dematerialized
form (XIV) Number of Voting Rights Total as
a % of
Total
Voting
rights
No. As a %
of total
Shares
held
No. (Not
applicable)
As a % of
total Shares
held (Not
applicable)
Class X Class
Y
Total
(1) Custodian/DR
Holder
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(2) Employee
Benefit Trust
(under SEBI
(Share based
Employee
Benefit)
Regulations,
2014)
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Total Non-
Promoter- Non
Public
Shareholding
(C)=
(C)(1)+(C)(2)
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
62
(v) Statement showing details of significant beneficial owners as on June 30, 2020 is as follows:
S.
No
Details of the Significant Beneficial
Owner(SBO) (I)
Details of the registered owner (II) Details of holding/ exercise of right of the SBO in the reporting company, whether direct or indirect*:
(III)
Date of creation
/ acquisition
of significant
beneficial interest
(IV)
Name Nationality Name Nationality Shares
(%)
Voting rights (%) Rights on
distributable (%)
Dividend or any
other Distribution
Exercise of
control
Exercise of
significant
Influence
1 - - - - - - - - - -
63
2. Except as disclosed below, no Equity Shares have been acquired by our Promoters or members of the
Promoter Group in the last one year immediately preceding the date of this Letter of Offer:
Name of the Promoter /
member of the Promoter
Group
Date of the
transaction
Number of
Equity Shares
acquired
Nature of transaction
Promoter
Perfect Communications
Private Limited
March 24, 2020 21,745 Market purchase
March 25, 2020 43,255
March 26, 2020 75,832
March 27, 2020 44,168
3. Except as disclosed below, no Equity Shares held by our Promoters or members of the Promoter Group
have been locked-in, pledged or encumbered as of the date of this Letter of Offer:
As on June 30, 2020, an aggregate of 30,000 Equity Shares held by our Promoters and members of our
Promoter Group, representing 0.03% of the paid-up equity share capital of our Company and representing
0.09% of the aggregate holding of Equity Shares by our Promoters and Promoter Group, were pledged
for the purposes of securing certain loans taken by one of our Promoters.
4. Details of options and convertible securities outstanding as on the date of this Letter of Offer
There are no outstanding options or convertible securities, including any outstanding warrants or rights
to convert debentures, loans or other instruments convertible into our Equity Shares as on the date of this
Letter of Offer.
5. Subscription to the Issue by our Promoters and Promoter Group
Our Promoters and Promoter Group, by way of their letters dated July 21, 2020 (the “Promoters and
Promoter Group Letters”), have confirmed (i) to subscribe, to the full extent of their Rights
Entitlements and have also confirmed that they shall not renounce their Rights Entitlements; and (ii) to
subscribe to Rights Equity Shares for the Rights Entitlements, if any, which are renounced in their favour.
Further, our Promoters have confirmed their intention to apply for, and subscribe to, additional Rights
Equity Shares and to any part of the unsubscribed portion in this Issue, subject to compliance with the
minimum public shareholding requirements, as prescribed under the SCRR and the SEBI Listing
Regulations.
The acquisition of Rights Equity Shares by our Promoters and members of our Promoter Group, over
and above their Rights Entitlements, as applicable, or subscription to the unsubscribed portion of this
Issue, shall not result in a change of control of the management of our Company. Our Company is in
compliance with Regulation 38 of the SEBI Listing Regulations and will continue to comply with the
minimum public shareholding requirements under applicable law, pursuant to this Issue.
6. The ex-rights price of the Rights Equity Shares, as computed in accordance with Regulation 10(4)(b) of
the SEBI Takeover Regulations is ₹ 85.34 per Equity Share.
7. All Equity Shares are fully paid-up and there are no partly paid-up Equity Shares outstanding as on the
date of this Letter of Offer. The Rights Equity Shares, when issued, shall be fully paid-up. For details on
the terms of this Issue, see “Terms of the Issue” on page 178.
8. At any given time, there shall be only one denomination of the Equity Shares.
9. Details of the Shareholders holding more than 1% of the issued and paid-up Equity Share capital
The table below sets forth details of shareholders of our Company holding more than 1% of the issued
and paid-up Equity Share capital of our Company, as on June 30, 2020:
64
S.No Name of Shareholder Number of
Equity Shares
held
Percentage of
Equity
Shares held
(%)
1. Prism International Private Limited 2,49,00,000 22.90
2. Amansa Holdings Private Limited 97,78,635 8.99
3. Life Insurance Corporation of India 55,43,852 5.10
4. Mirae Asset Emerging Bluechip Fund 53,31,552 4.90
5. ICICI Prudential Value Discovery Fund 52,94,368 4.87
6. Prem Kishan Dass Gupta 44,15,000 4.06
7. Kuwait Investment Authority Fund 225 37,25,598 3.43
8. Perfect Communications Private Limited 23,00,000 2.12
9. Life Insurance Corporation of India P & Gs Fund 21,55,427 1.98
10. Mirae Asset Tax Saver Fund 20,57,177 1.89
11. Eastspring Investments India Infrastructure Equity Open
Limited
18,02,863 1.66
12. Schroder International Selection Fund Asian Smaller
Companies
17,08,170 1.57
13. ICICI Prudential Smallcap Fund 16,60,278 1.53
14. Mirae Asset India Mid Cap Equity Fund 14,72,981 1.35
15. TKP Investments Bv - Aegon Custody B.V. Re Mm Equity
Small Cap Fund
13,62,042 1.25
16. General Insurance Corporation of India 13,20,000 1.21
17. Franklin Build India Fund 13,00,000 1.20
18. Schroder Small Cap Discovery Fund 12,67,372 1.17
19. Mirae Asset India Small-Mid Cap Focus Equity Master
Investment Trust
12,19,803 1.12
20. SBI Contra Fund 11,97,885 1.10
21. ICICI Prudential Infrastructure Fund 11,66,072 1.07
Total 8,09,79,075 74.48
65
OBJECTS OF THE ISSUE
Our Company intends to utilize the Net Proceeds from this Issue towards the repayment / prepayment, in full or
in part, of certain borrowings availed by our Company.
Our objects, as stated in our Memorandum of Association, enable our Company to undertake (i) our existing
activities; (ii) the activities for which the funds are being raised by our Company through this Issue; and (iii) the
activities for which the borrowings proposed to be repaid/ prepaid from the Net Proceeds, were utilised.
Issue Proceeds
The details of the Issue Proceeds are set forth in the table below:
(in ₹ lakhs)
Particulars Amount
Gross Proceeds from this Issue* 11,597.66
Less: Estimated Issue related expenses 269.64
Net Proceeds 11,328.02
*Assuming full subscription and Allotment of the Rights Equity Shares.
Requirement of funds and utilisation of Net Proceeds
The proposed utilization of the Net Proceeds by our Company is set forth in the table below:
(in ₹ lakhs)
Particulars Amount
Repayment / prepayment, in full or in part, of certain borrowings availed by our Company 11,328.02
Total Net Proceeds* 11,328.02
*Assuming full subscription and Allotment of the Rights Equity Shares.
There are no material existing or anticipated transactions in relation to utilization of Net Proceeds between us and
our Promoters, Directors, key managerial personnel or our Associate.
Means of Finance
The funding requirements mentioned above are based on our Company’s internal management estimates and have
not been appraised by any bank, financial institution or any other external agency. They are based on current
circumstances of our business and our Company may have to revise these estimates from time to time on account
of various factors beyond our control, such as market conditions, competitive environment, costs of commodities
or interest rate fluctuations. We intend to finance the abovementioned objects from the Net Proceeds. Accordingly,
our Company is not required to make firm arrangements of finance through verifiable means towards at least 75%
of the stated means of finance, excluding the amount to be raised through the Issue. Further, our Company’s
funding requirements and deployment schedules are subject to revision in the future at the discretion of our
management. If additional funds are required for the purposes mentioned above, such requirement may be met
through internal accruals, additional capital infusion, debt arrangements or any combination of them.
Details of the objects of this Issue
The details in relation to objects of this Issue are set forth herein below. Our Company does not intend to deploy
any portion of the Net Proceeds towards general corporate purposes.
i. Repayment / prepayment, in full or in part, of certain borrowings availed by our Company
Our Company has entered into various financing arrangements including borrowings in the form of term loans,
cash credit facilities, letters of credit, and non-convertible debentures.
Our Company proposes to utilise an amount of ₹ 11,328.02 lakhs out of the Net Proceeds towards repayment /
prepayment in part or full of the borrowings listed in the table below.
Our Company proposes to repay / prepay either fully or partly the following borrowings, subject to terms and
conditions stated above:
66
S.
No
.
Name
of the
lender
Nature of
borrowing
and date
of the
document
Purpose Amount
sanctione
d
Amount
outstandi
ng as at
June 30,
2020
Rate of
interest /
coupon
rate
Pre-
payment
/
repayme
nt
penalty
Repay
ment
date /
schedul
e
Amount
proposed
to be
repaid /
prepaid
(in ₹ lakhs)
1. Holder
s of the
Sub-
Series
A1
NCDs
Rated,
listed,
secured,
redeemable
, non-
convertible
debentures
of our
Company
of face
value of ₹
10.00 lakh
bearing a
coupon rate
of 11.50%
per annum
Debenture
trust deed
dated
March 27,
2019
Firstly, towards
completion of the
acquisition of
compulsorily
convertible
preference shares
held in GRFL.
Thereafter, towards:
(i) financing
existing debt of
our Company,
(ii) setting aside of
the debt service
reserve amount,
(iii) general
corporate
purposes, and
(iv) other incidental
costs of the
issue, in
accordance with
applicable law.
25,000.00 11,500.00 11.50% Nil April 7,
2021
11,328.02
Total 25,000.00 11,500.00 11,328.02
*Amit Ray & Company, Independent Chartered Accountants, pursuant to their certificate dated July 21, 2020 have confirmed
that these borrowings have been utilized for the purposes for which they were availed, as provided in the relevant borrowing
documents.
Deployment of funds (in ₹ lakhs)
Particulars Amount proposed to
be funded from Net
Proceeds
Proposed schedule for
deployment of the Net
Proceeds at
Application#
Fiscal 2021
Repayment / prepayment, in full or in part, of certain
borrowings availed by our Company
11,328.02 11,328.02
Total 11,328.02 11,328.02
The above-stated proposed deployment of funds from the Net Proceeds are based on internal management
estimates based on current market conditions and have not been appraised by any bank or financial institution or
other independent agency. Our management, in response to the competitive and dynamic nature of our industry,
as well as on account of various factors beyond our control, such as market conditions, competitive environment,
costs of commodities, interest or exchange rate fluctuations, will have the discretion to revise our business plan
from time to time and consequently our funding requirement and deployment of funds may change. This may also
include rescheduling the proposed utilization of Net Proceeds and increasing or decreasing expenditure for a
particular project. In case of a shortfall in the Net Proceeds, our management may explore a range of options
including utilizing our internal accruals or seeking debt from future lenders. Our management expects that such
alternate arrangements would be available to fund any such shortfall. In the event that we are unable to utilize the
entire amount that we have currently estimated for use out of Net Proceeds in a Fiscal, we will utilize such
unutilized amount in the subsequent Fiscals.
Estimated Issue-related expenses
The total expenses of this Issue are estimated to be ₹ 269.64 lakhs. The break-up of the Issue expenses is as follows:
(unless otherwise specified, in ₹ lakhs)
67
S. No. Particulars Amount Percentage of total
estimated Issue expenditure
(%)
Percentage of
Issue Size
(%)#
1. Fee of the Lead Manager 115.98 43.02 1.00
2. Brokerage, selling commission and upload fees - 0.00 0.00
3. Fee of the Registrar to the Issue 6.00 2.23 0.05
4. Fee to the legal advisors, other professional service
providers and statutory fee 103.50 38.38 0.89
5. Advertising, marketing expenses, shareholder
outreach, etc. 9.93 3.68 0.09
6. Fees payable to regulators, including depositories,
Stock Exchanges and SEBI 29.23 10.84 0.25
7. Printing and distribution of stationery - 0.00 0.00
8. Other expenses (including miscellaneous expenses
and stamp duty) 5.00 1.85 0.04
Total estimated Issue related expenses*^ 269.64 100.00 2.33
* Subject to finalisation of Basis of Allotment. All Issue related expenses will be paid out of the Gross Proceeds received at
the time of receipt of the Initial Subscription Amount to the Rights Equity Shares.
^Excluding taxes # Assuming full subscription.
Bridge Financing Facilities
Our Company has not availed any bridge loans from any banks or financial institutions as on the date of this Letter
of Offer, which are proposed to be repaid from the Net Proceeds.
Interim Use of Net Proceeds
Our Company, in accordance with the policies formulated by our Board from time to time, will have flexibility to
deploy the Net Proceeds. Pending utilization of the Net Proceeds for the purposes described above, our Company
intends and will deposit the Net Proceeds only with scheduled commercial banks included in the second schedule
of the Reserve Bank of India Act, 1934, as may be approved by our Board.
Monitoring utilization of funds from the Issue
Our Company has appointed HDFC Bank Limited as the Monitoring Agency for this Issue. Our Board and the
Monitoring Agency will monitor the utilization of Net Proceeds and the Monitoring Agency will submit its report
to our Board in terms of Regulation 82 of the SEBI ICDR Regulations. Our Company will disclose the utilization
of the Net Proceeds under a separate head along with details in our balance sheet(s) along with relevant details for
all the amounts that have not been utilized and will indicate instances, if any, of unutilised Net Proceeds in our
balance sheet for the relevant Fiscals post receipt of listing and trading approvals from the Stock Exchanges.
Pursuant to Regulation 82(4) of the SEBI ICDR Regulations and Regulation 32 of the SEBI Listing Regulations,
our Company shall, within 45 days from the end of each quarter, publicly disseminate the report of the Monitoring
Agency on our website as well as submit the same to the Stock Exchanges, including the statement indicating
deviations, if any, in the use of proceeds from the objects stated above. Such statement of deviation shall be placed
before our Audit Committee for review, before its submission to Stock Exchanges. The Monitoring Agency shall
submit its report to our Company, on a quarterly basis, until at least 95% of the proceeds of this Issue, excluding
the proceeds raised for general corporate purposes, have been utilized.
Pursuant to Regulation 32 of the SEBI Listing Regulations, our Company shall, on an annual basis, prepare a
statement of funds utilised for purposes other than those stated above and place it before our Audit Committee,
until such time the full money raised through this Issue has been fully utilized. The statement shall be certified by
the Statutory Auditors. Our Audit Committee shall review the report submitted by the Monitoring Agency and
make recommendations to our Board for further action, if appropriate
Appraising entity
None of the objects of this Issue, for which the Net Proceeds will be utilized, have been appraised.
Strategic or financial partners
68
There are no strategic or financial partners to the objects of the Issue.
Interest of Promoters, Promoter Group and Directors, as applicable to the objects of the Issue
No part of the proceeds of this Issue will be paid by our Company to our Promoters, the members of our Promoter
Group, or our Directors.
69
STATEMENT OF SPECIAL TAX BENEFITS
Statement of Possible Special Tax Benefits available to Gateway Distriparks Limited and its shareholders
and its material subsidiary under the applicable laws in India
The Board of Directors
Gateway Distriparks Limited
Sector - 6, Dronagiri
Taluka - Uran, District Raigad
Navi Mumbai - 400 707
Maharashtra, India
Dear Sirs,
Statement of Possible Special Tax Benefits available to Gateway Distriparks Limited and its shareholders
and its material subsidiary, Gateway Rail Freight Limited, under the Indian tax laws
1. We hereby confirm that the enclosed Annexures, prepared by Gateway Distriparks Limited (‘the Company’),
provides the possible special tax benefits available to the Company and to the shareholders of the Company,
as stated in Annexure 1 and 2, and its material subsidiary, Gateway Rail Freight Limited (‘the subsidiary
company’) as stated in Annexure 3 and 4, under:
• the Income-tax Act, 1961 (‘the Act’) as proposed by the Finance Bill, 2020 applicable for the Financial
Year 2020-21 relevant to the Assessment Year 2021-22, presently in force in India (Statement-1); and
• the Central Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017 (“GST
Act”), the Customs Act, 1962 (“Customs Act”) and the Customs Tariff Act, 1975 (“Tariff Act”) as
proposed by the Finance Bill 2020, i.e., applicable for the Financial Year 2020-21 relevant to the
assessment year 2021-22, presently in force in India.
Several of these benefits are dependent on the Company or its shareholders or its subsidiary company
fulfilling the conditions prescribed under the relevant provisions of the Indian tax laws. Hence, the ability of
the Company and / or its shareholders / or its subsidiary company to derive the special tax benefits is
dependent upon their fulfilling such conditions which, based on business imperatives the Company faces in
the future, the Company or its shareholders or its subsidiary may or may not choose to fulfil.
2. The benefits discussed in the enclosed statements are not exhaustive and the preparation of the contents stated
is the responsibility of the Company’s management. We are informed that these statements are only intended
to provide general information to the investors and is neither designed nor intended to be a substitute for
professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws,
each investor is advised to consult his or her own tax consultant with respect to the specific tax implications
arising out of their participation in the issue.
3. We do not express any opinion or provide any assurance as to whether:
(i) the Company or its shareholders or its subsidiary company will continue to obtain these benefits in
future;
(ii) the conditions prescribed for availing the special tax benefits have been / would be met with; and
(iii) the revenue authorities/courts will concur with the views expressed herein.
4. The contents of the enclosed Annexures are based on information, explanations and representations obtained
from the Company and its subsidiary company and on the basis of their understanding of the business
activities and operations of the Company and its subsidiary company.
5. This Statement is issued solely for inclusion in the letter of offer in connection with the proposed rights issue
of equity shares of the Company and is not to be used, referred to or distributed for any other purpose.
For S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
___________________________
per Vishal Sharma
Partner
70
Membership Number: 096766
UDIN: 20096766AAAABK6513
Place of Signature: Faridabad
Date: July 21, 2020
71
ANNEXURE 1 TO THE STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO GATEWAY
DISTRIPARKS LIMITED (“THE COMPANY”) AND ITS SHAREHOLDERS
I. UNDER THE INCOME-TAX ACT, 1961 (hereinafter referred to as ‘the Act’), as amended by the
Finance Act 2020, applicable for Financial Year 2020-21 relevant to Assessment Year 2021-22
1. Special tax benefits available to the Company under the Act
Lower corporate tax rate under Section 115BAA
A new Section 115BAA has been inserted by the Taxation Laws (Amendment) Act, 2019 (“the
Amendment Act, 2019”) w.e.f. April 1, 2020 granting an option to domestic companies to
compute corporate tax at a reduced rate of 25.17% (22% plus surcharge of 10% and cess of 4%),
provided such companies do not avail specified exemptions/incentives (e.g. deduction under
Section 10AA, 32(1)(iia), 33ABA, 35(2AB), 80-IA etc.)
The Amendment Act, 2019 further provides that domestic companies availing such option will
not be required to pay Minimum Alternate Tax (“MAT”) under Section 115JB. The CBDT has
further issued Circular 29/2019 dated October 02, 2019 clarifying that since the MAT provisions
under Section 115JB itself would not apply where a domestic company exercises option of lower
tax rate under Section 115BAA, MAT credit would not be available. Corresponding amendment
has been inserted under Section 115JAA dealing with MAT credit.
The Company has already exercised the above option to avail benefit of lower tax rate.
2. Special tax benefits available to Shareholders
There are no special direct tax benefits available to the shareholders of the Company.
NOTES:
1. The above statement of possible special tax benefits sets out the provisions of Tax Laws in a
summary manner only and is not a complete analysis or listing of all potential tax consequences
of the purchase, ownership and disposal of shares.
2. The above statement covers only certain special tax benefits under the Act, read with the relevant
rules, circulars and notifications and does not cover any benefit under any other law in force in
India. This statement also does not discuss any tax consequences, in the country outside India, of
an investment in the shares of an Indian company.
3. The above statement of possible special tax benefits is as per the current direct tax laws relevant for
the assessment year 2021-22. Several of these benefits are dependent on the Company or its
shareholders fulfilling the conditions prescribed under the relevant provisions of the Tax Laws.
4. In respect of non-residents, the tax rates and consequent taxation mentioned above will be further
subject to any benefits available under the relevant Double Taxation Avoidance Agreement, if any,
entered into between India and the country in which the non-resident has fiscal domicile.
5. The Company has evaluated and decided to exercise the option permitted under Section 115BAA
of the Act for the purpose of computing its income-tax liability for the Financial Year 2019-20 and
accordingly, the special direct tax benefits, available for Financial Year 2020-21, are captured to
the extent the same are relevant to a Company exercising such option.
6. This statement is intended only to provide general information to the investors and is neither
designed nor intended to be a substitute for professional tax advice. In view of the individual nature
of tax consequences, each investor is advised to consult his or her tax advisor with respect to specific
tax consequences of his/her investment in the shares of the Company.
7. No assurance is given that the revenue authorities/courts will concur with the views expressed
herein. The views are based on the existing provisions of law and its interpretation, which are
72
subject to changes from time to time. We do not assume responsibility to update the views
consequent to such changes.
73
ANNEXURE 2 TO THE STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO GATEWAY
DISTRIPARKS LIMITED (“THE COMPANY”) AND ITS SHAREHOLDERS
I. Under the Central Goods And Services Tax Act, 2017/ Integrated Goods And Services Tax Act,
2017 relevant State Goods and Services Tax Act (SGST) read with rules, circulars, and notifications
(“GST law”), the Customs Act, 1962, Customs Tariff Act, 1975 (“Customs law”) (herein
collectively referred as “indirect tax laws”)
1. Special indirect tax benefits available to the Company
There are no special indirect tax benefits available to the Company under GST law
2. Special indirect tax benefits available to Shareholders
The Shareholders of the Company are not entitled to any special indirect tax benefits under
indirect tax laws
NOTES:
1. These benefits are dependent on the Company fulfilling the conditions prescribed under the
relevant provisions of the Tax Laws.
2. This statement is intended only to provide general information to the investors and is neither
designed nor intended to be a substitute for professional tax advice. In view of the individual nature
of tax consequences, each investor is advised to consult his or her tax advisor with respect to
specific tax consequences of his/her investment in the shares of the Company.
3. No assurance is given that the revenue authorities/courts will concur with the views expressed
herein. The views are based on the existing provisions of law and its interpretation, which are
subject to changes from time to time. We do not assume responsibility to update the views
consequent to such changes.
74
ANNEXURE 3 TO THE STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO GATEWAY
RAIL FREIGHT LIMITED (“THE COMPANY”) AND ITS SHAREHOLDERS
I. UNDER THE INCOME-TAX ACT, 1961 (hereinafter referred to as ‘the Act’), as amended by the Finance Act 2020, applicable for Financial Year 2020-21 relevant to Assessment Year 2021-22
1. Special direct tax benefits available to the Company under the Act
A. Lower corporate tax rate under Section 115BAA
A new Section 115BAA has been inserted by the Taxation Laws (Amendment) Act, 2019 (“the
Amendment Act, 2019”) w.e.f. April 1, 2020 granting an option to domestic companies to
compute corporate tax at a reduced rate of 25.17% (22% plus surcharge of 10% and cess of 4%),
provided such companies do not avail specified exemptions/incentives (e.g. deduction under
Section 10AA, 32(1)(iia), 33ABA, 35(2AB), 80-IA etc.)
The Amendment Act, 2019 further provides that domestic companies availing such option will
not be required to pay Minimum Alternate Tax (“MAT”) under Section 115JB. The CBDT has
further issued Circular 29/2019 dated October 02, 2019 clarifying that since the MAT provisions
under Section 115JB itself would not apply where a domestic company exercises option of lower
tax rate under Section 115BAA, MAT credit would not be available. Corresponding amendment
has been inserted under Section 115JAA dealing with MAT credit.
Since, the Company is availing benefit under Section 80IA of the Income Tax Act and also has
accumulated MAT Credit. Hence, the above option will not be beneficial for the Company.
B. Deductions from Gross Total Income
Section 80IA – Deduction in respect of profits from Infrastructure Facility
The Company is engaged in the business of Inter-model transportation of goods by rail and road,
storage, warehousing and handling of containerized cargo. For the said business the Company
is running its Rail Operation PAN India and having Inland Container Depots (ICDs) at Garhi
(Gurugram), Viramgam (Gujarat), Piyala (Faridabad) and Sahnewal (Punjab).
The Company is entitled to claim 100% deduction of the profits earned in its two ICDs (ICD
Piyala and ICD Sahnewal) under Section 80IA of the Act, for any ten consecutive assessment
year out of fifteen years from the year in which the Company begins to operate its ICDs. In case
of Rail operations, the Company is entitled to claim 100% deduction of the profits earned in rail
operations for ten consecutive assessment year out of twenty years from the year in which
company began it rail operations.
The Company started its Rail Operations from 1st June 2007 and started taking exemption under
this section from AY 2018-19 and can take exemption up to AY 2027-28.
The Company started its Operation at ICD Ludhiana from 28th April 2009 and started taking
deduction under this section from AY 2018-19 and can take exemption up to AY 2024-25. For
ICD located at Faridabad, the Company started its operations from 28th October 2013, the
company is eligible to take deduction for 10 years in a block of 15 years and Company is eligible
for 80IA deduction from AY 2019-20 and can take up to AY 2028-29.
2. Special direct tax benefits available to Shareholders
There are no special direct tax benefits available to the shareholders of the Company.
NOTES:
75
1. The above statement of possible special tax benefits sets out the provisions of Tax Laws in a
summary manner only and is not a complete analysis or listing of all potential tax consequences
of the purchase, ownership and disposal of shares.
2. The above statement covers only certain special tax benefits under the Act, read with the relevant
rules, circulars and notifications and does not cover any benefit under any other law in force in
India. This statement also does not discuss any tax consequences, in the country outside India, of
an investment in the shares of an Indian company.
3. The above statement of possible special tax benefits is as per the current direct tax laws relevant for
the assessment year 2021-22. Several of these benefits are dependent on the Company or its
shareholders fulfilling the conditions prescribed under the relevant provisions of the Tax Laws.
4. In respect of non-residents, the tax rates and consequent taxation mentioned above will be further
subject to any benefits available under the relevant Double Taxation Avoidance Agreement, if any,
entered into between India and the country in which the non-resident has fiscal domicile.
5. The Company has evaluated and decided not to exercise the option permitted under Section
115BAA of the Act for the purpose of computing its income-tax liability for the Financial Year
2019-20.
6. This statement is intended only to provide general information to the investors and is neither
designed nor intended to be a substitute for professional tax advice. In view of the individual nature
of tax consequences, each investor is advised to consult his or her tax advisor with respect to specific
tax consequences of his/her investment in the shares of the Company.
7. No assurance is given that the revenue authorities/courts will concur with the views expressed
herein. The views are based on the existing provisions of law and its interpretation, which are
subject to changes from time to time. We do not assume responsibility to update the views
consequent to such changes.
76
ANNEXURE 4 TO THE STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO GATEWAY
RAIL FREIGHT LIMITED (“THE COMPANY”) AND ITS SHAREHOLDERS
I. Under the Central Goods And Services Tax Act, 2017/ Integrated Goods And Services Tax
Act, 2017 relevant State Goods and Services Tax Act (SGST) read with rules, circulars, and
notifications (“GST law”), the Customs Act, 1962, Customs Tariff Act, 1975 (“Customs law”)
(herein collectively referred as “indirect tax laws”)
1. Special indirect tax benefits available to the Company
• There are no special indirect tax benefits available to the Company under GST law
2. Special indirect tax benefits available to Shareholders
• The Shareholders of the Company are not entitled to any special tax benefits under indirect tax
laws
NOTES:
1. These benefits are dependent on the Company fulfilling the conditions prescribed under the
relevant provisions of the Tax Laws.
2. This statement is intended only to provide general information to the investors and is neither
designed nor intended to be a substitute for professional tax advice. In view of the individual nature
of tax consequences, each investor is advised to consult his or her tax advisor with respect to
specific tax consequences of his/her investment in the shares of the Company.
3. No assurance is given that the revenue authorities/courts will concur with the views expressed
herein. The views are based on the existing provisions of law and its interpretation, which are
subject to changes from time to time. We do not assume responsibility to update the views
consequent to such changes.
77
SECTION IV: ABOUT OUR COMPANY
HISTORY AND CORPORATE STRUCTURE
Brief history of our Company
Our Company was incorporated as ‘Gateway Distriparks Limited’ on April 6, 1994, at New Delhi, as a public
limited company under the Companies Act, 1956 and a certificate of incorporation was granted to our Company
by the RoC, New Delhi. Our Company was granted a certificate of commencement of business by the RoC, New
Delhi on October 24, 1994.
The Equity Shares of our Company were listed on the Stock Exchanges on March 31, 2005.
Changes to the address of our registered office
The details of changes in the registered office of our Company are set forth below:
Date of Change of
Registered Office Details of the Address of Registered Office Reason(s) for Change
July 28, 2006 Registered office of our Company was changed from R-215, 1st
Floor, Greater Kailash – I, New Delhi – 110 048, India to Sector 6,
Dronagiri, Tal: Uran, Dt: Raigad, Navi Mumbai, Maharashtra – 400
707, India
Administrative
convenience
Main objects of our Company
The main objects of our Company as contained in our Memorandum of Association are as follows:
2. “To develop, equip, manage, acquire, establish or otherwise to acquire on case and bounded warehouses
container freight station, container depot and transportation facilities, to provide bonded and general
warehousing container repair, container storage, packing, unpacking and transport facilities for all kinds of
goods, merchandise, commodities, link stock and all kinds of things and materials, machinery, equipment and
vehicles.
3. To act as commission agent, consultant and liaison agent in respect of services referred to in sub clause (1)
above and for the development and maintenance of these services.
4. To carry on business clearing and forwarding agent, shipping agents and cargo agents whether within or
outside the territories of India or to appoint clearing agents, shipping agents and cargo agents on commission
basis or on behalf of other parties.”
The main objects as contained in our Memorandum of Association enable our Company to carry on our existing
businesses.
Major events and milestones
Our Company was originally incorporated as ‘Gateway Distriparks Limited’ on April 6, 1994 and was listed on
the Stock Exchanges on March 31, 2005. The table below sets forth some of the major events and milestones of
our Company:
Calendar year Particulars
1994 Our Company was incorporated as a public limited company
1999 Commencement of operations at the Navi Mumbai – I CFS
2005 Listing of the Equity Shares on the Stock Exchanges
Commencement of operations at the Visakhapatnam CFS
Listing of global depository receipts issued by our Company on the Luxembourg Stock Exchange
2007 Our Company entered into an agreement with Punjab Conware and was handed over the Navi Mumbai
– II CFS in its capacity as an operations and management contractor
GRFL entered into an agreement with the Railway Administration, Northern Railway, acting for the
President of India, for the operation of container trains on the railway network of the Indian Railways
2012 Commencement of operations at the Kochi CFS
78
Calendar year Particulars
2015 Scheme of amalgamation with Gateway Distriparks South Private Limited sanctioned by the Madras
High Court
2016 Commencement of operations at the Krishnapatnam CFS
2019 Acquisition of shares in GRFL and consequent increase in shareholding to 99.93% on a fully diluted
basis
Issuance of rated, listed, secured, redeemable, non-convertible debentures aggregating to ₹ 55,000.00
lakhs
Corporate structure of our Company
As of March 31, 2020, our Company has three Subsidiaries, one Associate, and one Joint Venture. Our Company
does not have a holding company.
79
OUR MANAGEMENT
Board of Directors
Our Articles of Association provide that the minimum number of Directors shall be three and the maximum
number of Directors shall be 12. The composition of our Board and the various committees of our Board is in
conformity with Section 149 of the Companies Act, 2013 and the SEBI Listing Regulations. As on the date of this
Letter of Offer, our Board of Directors comprises eight Directors including two Executive Directors, four
Independent Directors (including one woman Independent Director), and two non-independent Non-Executive
Directors.
Pursuant to the provisions of the Companies Act, 2013, at least two-third of the total number of Directors,
excluding the Independent Directors, are liable to retire by rotation, with one-third of such number retiring at each
annual general meeting. A retiring director is eligible for re-appointment. Further, an Independent Director may
be appointed for a maximum of two consecutive terms of up to five consecutive years each.
The following table sets forth details regarding our Board of Directors as of the date of this Letter of Offer:
S.
No.
Name, designation, date of birth, term, period
of directorship, DIN, occupation and address
Age
(in years)
Other directorships
1. Prem Kishan Dass Gupta
Designation: Chairman and Managing Director
Date of birth: February 22, 1958
Term: Five years with effect from July 20, 2017
Period of directorship: Since April 6, 1994
DIN: 00011670
Occupation: Business
Address: 94, Sainik Farm, Khanpur, New Delhi –
110 062, India
62 Indian companies
1. Gateway Distriparks (Kerala) Limited
2. Gateway East India Private Limited
3. Gateway Rail Freight Limited
4. Perfect Communications Private Limited
5. Prestige Infracon Private Limited
6. Prism International Private Limited
7. Snowman Logistics Limited
8. Star Cineplex Private Limited
Foreign companies
Nil
2. Ishaan Gupta
Designation: Joint Managing Director
Date of birth: July 22, 1988
Term: Five years with effect from February 8,
2017
Period of directorship: Since May 26, 2012
DIN: 05298583
Occupation: Business
Address: 94, Sainik Farms, Khanpur, New Delhi –
110 062, India
31 Indian companies
1. Gateway East India Private Limited
2. Gateway Rail Freight Limited
3. Perfect Communications Private Limited
4. Prism International Private Limited
5. Rocksolid Enterprises Private Limited
6. Snowman Logistics Limited
Foreign companies
Nil
3. Mamta Gupta
Designation: Non-Executive Director
Date of birth: June 22, 1967
Term: Retirement by rotation
Period of directorship: Since October 29, 2015
53 Indian companies
1. Gateway Rail Freight Limited
2. Snowman Logistics Limited
Foreign companies
Nil
80
S.
No.
Name, designation, date of birth, term, period
of directorship, DIN, occupation and address
Age
(in years)
Other directorships
DIN: 00160916
Occupation: Business
Address: 94, Sainik Farm, Khanpur, New Delhi –
110 062, India
4. Samvid Gupta
Designation: Additional Director (Non-
Executive Director)
Date of birth: September 30, 1992
Term: Till the date of the next AGM*
Period of directorship: Since March 12, 2020
DIN: 05320765
Occupation: Business
Address: 94, Sainik Farms, Khanpur, New Delhi –
110 062, India
27 Indian companies
1. Gateway Rail Freight Limited
2. Perfect Communications Private Limited
3. Prestige Infracon Private Limited
4. Prism International Private Limited
5. Snowman Logistics Limited
6. Star Cineplex Private Limited
Foreign companies
Nil
5. Shabbir Hakimuddin Hassanbhai
Designation: Independent Director
Date of birth: November 10, 1946
Term: Five years with effect from September 22,
2016
Period of directorship: Since June 15, 1995
DIN: 00268133
Occupation: Business
Address: 36, Keppel Bay Drive #05-78, Caribbean
at Keppel Bay – 098 653, Singapore
73 Indian companies
1. Gateway Distriparks (Kerala) Limited
2. Gateway East India Private Limited
3. Snowman Logistics Limited
Foreign companies
1. Creative Arts & Culture Ltd.
2. Dynamic Colours Limited
3. Hassanbhai Realty Pte Ltd.
4. Indo Straits Trading Co. (Pte.) Ltd.
5. Intraco Limited
6. ITE Education Services Pte Ltd
7. Mendaki Social Enterprise Network
Singapore Pte Ltd.
8. Zee Chin & Co Pte Ltd.
6. Bhaskar Avula Reddy
Designation: Independent Director
Date of birth: February 12, 1953
Term: Five years with effect from May 1, 2016
Period of directorship: Since May 1, 2014
DIN: 06554896
Occupation: Business
Address: 1-60/B/6/E-7, Rolling Hills, Opposite
Ramky Towers, Gachibowli, K.V. Rangareddy,
Gachibowli, Telangana – 500 032, India
67 Indian companies
1. Apollo Corporate Services and Consultants
Private Limited
2. Boulderhills Consultants Private Limited
3. Gateway Distriparks (Kerala) Limited
4. Snowman Logistics Limited
Foreign companies
Nil
81
S.
No.
Name, designation, date of birth, term, period
of directorship, DIN, occupation and address
Age
(in years)
Other directorships
7. Arun Kumar Gupta
Designation: Independent Director
Date of birth: March 24, 1961
Term: Five years with effect from April 27, 2016
Period of directorship: Since April 27, 2016
DIN: 06571270
Occupation: Business
Address: S – 131, First Floor, Greater Kailash – 2,
New Delhi – 110 048, India
59 Indian companies
1. Gateway Rail Freight Limited
2. Silverskills Private Limited
3. Snowman Logistics Limited
Foreign companies
Nil
8. Shukla Wassan
Designation: Additional Director (Independent
Director)
Date of birth: December 18, 1959
Term: Till the date of the next AGM**
Period of directorship: Since March 12, 2020
DIN: 02770898
Occupation: Professional
Address: BLD-214, The Belaire, DLF City, Phase-
V, Gurgaon, Haryana – 122 011, India
60 Indian companies
1. India Glycols Limited
2. Snowman Logistics Limited
Foreign companies
1. Bottlers Nepal Limited
2. Bottlers Nepal (Terai) Limited
* Pursuant to a resolution of our Board dated March 12, 2020, Samvid Gupta has been appointed as an Additional Director
(Non-Executive Director) of our Company with effect from March 12, 2020 till the date of the next AGM.
** Pursuant to a resolution of our Board dated March 12, 2020, Shukla Wassan has been appointed as an Additional Director
(Independent Director) of our Company with effect from March 12, 2020 till the date of the next AGM and, subject to the
approval of the shareholders, for a term of two years with effect from March 12, 2020 up to March 11, 2022.
Relationship between Directors
Except as stated below, none of our Directors are related to each other:
S. No. Name of Director Related to Nature of relationship
1. Prem Kishan Dass Gupta Mamta Gupta Spouse
2. Prem Kishan Dass Gupta Ishaan Gupta Parent
3. Prem Kishan Dass Gupta Samvid Gupta Parent
4. Mamta Gupta Ishaan Gupta Parent
5. Mamta Gupta Samvid Gupta Parent
6. Ishaan Gupta Samvid Gupta Sibling
Confirmations
1. None of our Directors is or was a director of any company during the last five years immediately
preceding the date of filing of this Letter of Offer, whose shares have been or were suspended from being
traded on any stock exchanges, during the term of their directorship in such company.
2. None of our Directors is or was a director of any company which has been or was delisted from the stock
exchanges, during the term of their directorship in such company, in the last 10 years immediately
preceding the date of filing of this Letter of Offer.
82
Service contracts with our Directors for benefits upon termination
No service contracts have been entered into by any Director with our Company providing for benefits upon their
termination of employment as of the date of this Letter of Offer.
Arrangement or understanding with major shareholders, customers, suppliers or others
There are no arrangements or understanding with major shareholders, customers, suppliers or others, pursuant to
which our Company has appointed a Director as of the date of this Letter of Offer.
83
SECTION V: FINANCIAL INFORMATION
FINANCIAL STATEMENTS
S. No. Particulars Page No.
1. The auditors’ report and the audited consolidated financial statements as at and for the year ended
March 31, 2020.
84
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MATERIAL DEVELOPMENTS
Except as stated in this Letter of Offer and as disclosed below, to our knowledge, no circumstances have arisen
since March 31, 2020, which materially affect or are likely to affect our operations, performance, prospects or
profitability, or the value of our assets:
1. Our Company had, on May 21, 2020, completed partial redemption of Sub-Series A1 NCDs, by making a
payment of ₹ 6,000.00 lakhs towards redemption amount of 600 Sub-Series A1 NCDs and ₹ 98.30 lakhs
towards interest for the period of March 31, 2020 till May 21, 2020, aggregating to ₹ 6,098.30 lakhs.
2. Our Company had, on June 25, 2020, completed partial redemption of Sub-Series A1 NCDs, by making a
payment of ₹ 2,500.00 lakhs towards redemption amount of 250 Sub-Series A1 NCDs and ₹ 68.53 lakhs
towards interest, aggregating to ₹ 2,568.53 lakhs.
159
ACCOUNTING RATIOS AND CAPITALISATION STATEMENT
Accounting Ratios
The following tables present certain accounting and other ratios computed on the basis of amounts derived from
the Audited Consolidated Financial Statements included in “Financial Statements” on page 83:
Particulars Consolidated
As at and for the year ended March
31, 2020
Basic & diluted earnings per share for profit from continuing operations attributable
to equity holders of the parent:* (Face value Rs 10 each) – Refer note 1 below
9.98
Basic & diluted earnings/(loss) per share for profit from discontinuing operations
attributable to equity holders of the parent:* (Face value Rs 10 each) – Refer note
2 below
(0.50)
Basic & diluted earnings per share for profit from continuing and discontinuing
operations attributable to equity holders of the parent:* (Face value Rs 10 each) –
Refer note 3 below
9.48
Return on Net Worth (%) 7.82
Net Asset Value per Equity Share (₹) 121.30
EBITDA (₹ in lakhs) 33,096.48
*For the purposes of the above, “parent” shall be understood to mean Gateway Distriparks Limited.
Note 1: Profit attributable to the equity holders of the company from continuing operations divided by weighted average
number of equity shares
Note 2: Profit attributable to the equity holders of the company discontinuing operations divided by weighted average number
of equity shares
Note 3: Profit attributable to the equity holders of the company from continuing and discontinuing operations divided by
weighted average number of equity shares
The formulae used in the computation of the above ratios are as follows:
Return on Net Worth Profit before tax from continuing operations / net worth
Net Asset Value per Equity Share Net worth / number of equity shares subscribed and fully paid
outstanding as at year ended March 31
EBITDA Aggregate of profit for the year with total tax expense, finance costs
and depreciation and amortisation expense and reducing share of net
profit / (loss) from discontinuing operations of associate accounted for
using the equity method and exceptional items.
Notes
(a) Calculation of Net Worth and Return on Net Worth (on a consolidated basis)
(in ₹ lakhs)
Particulars
Consolidated
As at and for the Fiscal ended March
31, 2020
Profit before tax from continuing operations (A) 10,313.38
Equity Share capital (B) 10,872.80
Reserves and surplus (C) 1,20,798.09
Non-Controlling Interests (D) 1,064.30
Capital redemption reserve (E) 788.35
Debenture redemption reserve (F) 55.00
Net Worth (G) [B + C + D – E - F] 1,31,891.84
Return on Net Worth [A / G] * 100 (%) 7.82
(b) Calculation of Net Worth and Net Asset Value per Equity Share (on a consolidated basis)
(in ₹ lakhs, except per share data)
Particulars
Consolidated
As at the Fiscal ended March 31,
2020
Equity share capital (A) 10,872.80
160
Particulars
Consolidated
As at the Fiscal ended March 31,
2020
Reserves and surplus (B) 1,20,798.09
Non-Controlling Interests (C) 1,064.30
Capital redemption reserve (D) 788.35
Debenture redemption reserve (E) 55.00
Net Worth (F) [A + B + C – D - E] 1,31,891.84
No. of Equity shares subscribed and fully paid outstanding as at year ended
March 31, 2020 (G)
10,87,28,049
Net Asset Value per Equity Share [F / G *10^5] (₹) 121.30
(c) Calculation of EBITDA (on a consolidated basis) (in ₹ lakhs)
Particulars Consolidated
For the Fiscal ended March 31, 2020
Profit for the year (A) 10,391.99
Share of net profit / (loss) from discontinuing operations of associate accounted
for using the Equity method (B)
(548.39)
Total tax expense (C) (627.00)
Exceptional items (D) 808.39
Finance costs (E) 10,262.93
Depreciation and amortisation expense (F) 13,328.56
EBITDA (A–B+C–D+ E+F) 33,096.48
Consolidated capitalisation statement
The following table sets forth the capitalisation statement of our Company and our Subsidiaries derived from the
Audited Consolidated Financial Statements; and as adjusted for the Issue: (in ₹ lakhs)
Particulars Pre Issue as at
March 31, 2020
Adjusted for the
proposed Issue*
Total Borrowings#
Total current borrowings (A) 5,070.25 5,070.25
Total non-current borrowings (B) 64,771.40 64,771.40
Current maturities of non-current borrowings (C) 6,482.66 6,482.66
Total Borrowings# (D) [A + B + C] 76,324.31 76,324.31
Total equity
Equity share capital (E) 10,872.80 12,483.59
Reserves and surplus (F) 1,20,798.09 1,30,784.96
Non-controlling interests (G) 1,064.30 1,064.30
Total equity (H) [E + F + G] 1,32,735.19 1,44,332.85
Total capital [D + H] 2,09,059.50 2,20,657.16
Ratio: Total non-current borrowings (including current
maturities of non-current borrowings) / Total equity [(B +
C) / H]
0.54 0.49
Ratio: Total Borrowings / Total equity [D / H] 0.58 0.53
* “Adjusted for the proposed Issue” column reflects changes in the total equity assuming full subscription of the Issue only on
account of fresh issue of 1,61,07,859 Equity Shares at a price of ₹ 72 per Rights Equity Share, including a premium of ₹ 62
per Rights Equity Share. Adjustments do not include Issue-related expenses. It does not consider any other transactions or
movements for such financial statements line items after March 31, 2020. # does not include lease liability as per Ind AS 116, which is disclosed separately in the Audited Consolidated Financial
Statements.
Related party transactions
For details of the related party transactions, as per the requirements under applicable accounting standards, i.e.,
Ind AS 24 - Related Party Disclosures read with the SEBI ICDR Regulations for Fiscal 2020, see “Financial
Statements – Note 26 – Related Party Transactions” on page 144.
161
STOCK MARKET DATA FOR SECURITIES OF OUR COMPANY
Our Equity Shares are listed on BSE and NSE. The Rights Equity Shares being issued pursuant to this Issue have
not been listed earlier and will be listed on the Stock Exchanges pursuant to this Issue. For details, see “Terms of
the Issue” on page 178. Our Company has received in-principle approvals for listing of the Rights Equity Shares
on the Stock Exchanges to be issued pursuant to this Issue from BSE and NSE by their letters dated July 15, 2020.
Our Company will also make applications to BSE and NSE to obtain their trading approvals for the Rights
Entitlements as required under the SEBI Rights Issue Circulars. For the purposes of this Issue, the Designated
Stock Exchange is BSE.
For the purpose of this section, unless otherwise specified:
• A year is a financial year;
• Average price is the average of the daily closing prices of our Equity Shares for the year, or the month,
as the case may be;
• High price is the maximum of the daily closing prices and low price is the minimum of the daily closing
prices of our Equity Shares for the year, the month, or the week, as the case may be; and
• In case of two days with the same high/low/closing price, the date with higher volume has been
considered.
The high, low and average market prices of our Equity Shares recorded on the Stock Exchanges during the
preceding three years and the number of our Equity Shares traded on the days of the high and low prices were
recorded, are as stated below:
BSE
Year High
(₹)
Date of high Volume on date
of high
(no. of Equity
Shares)
Low
(₹)
Date of low Volume on date of
low
(no. of Equity
Shares)
Average
(₹)
2020 154.10 May 28, 2019 69,677.00 73.00 March 24, 2020 2,556.00 115.06
2019 227.80 May 28, 2018 5,18,317.00 96.50 January 29, 2019 1,05,321.00 152.40
2018 292.00 July 6, 2017 21,30,465.00 170.20 March 27, 2018 14,376.00 241.85
(Source: www.bseindia.com)
NSE
Year High
(₹)
Date of high Volume on
date of high
(no. of Equity
Shares)
Low
(₹)
Date of low Volume on date of
low (no. of Equity
Shares)
Average
(₹)
2020 154.35 May 28, 2019 5,83,350.00 71.00 March 24, 2020 48,553.00 115.13
2019 227.95 May 28, 2018 29,13,442.00 96.15 January 25,
2019
2,52,605.00 152.43
2018 292.20 July 6, 2017 6,95,015.00 171.00 March 28, 2018 78,313.00 241.98
(Source: www.nseindia.com)
Monthly high and low prices and trading volumes on the Stock Exchanges for the six months preceding the date
of filing of this Letter of Offer are as stated below:
BSE
Month High (₹) Date of high Volume on date
of high (no. of
Equity Shares)
Low (₹) Date of low Volume on
date of low
(no. of Equity
Shares)
Average
price for
the month
(₹)
June 2020 96.00 June 9, 2020 22,070.00 73.00 June 1, 2020 32,309.00 85.51
May 2020 91.50 May 6, 2020 1,370.00 75.40 May 22,
2020
1,268.00 81.20
April 2020 101.70 April 27, 2020 3,318.00 85.30 April 13,
2020
1,276.00 92.26
162
Month High (₹) Date of high Volume on date
of high (no. of
Equity Shares)
Low (₹) Date of low Volume on
date of low
(no. of Equity
Shares)
Average
price for
the month
(₹)
March 2020 129.00 March 5, 2020 8,369.00 73.00 March 24,
2020
2,556.00 101.57
February 2020 139.85 February 1,
2020
5,156.00 113.00 February 28,
2020
6,542.00 125.93
January 2020 141.45 January 29,
2020
2,551.00 117.75 January 6,
2020
10,454.00 129.69
(Source: www.bseindia.com)
NSE
Month High (₹) Date of high Volume on date
of high (no. of
Equity Shares)
Low (₹) Date of low Volume on
date of low
(no. of Equity
Shares)
Average
price for
the month
(₹)
June 2020 108.70 June 9, 2020 5,18,054.00 72.05 June 1, 2020 4,02,792.00 85.53
May 2020 91.45 May 6, 2020 74,408.00 75.00 May 22,
2020
40,277.00 81.13
April 2020 102.00 April 27, 2020 88,006.00 85.00 April 13,
2020
37,922.00 92.14
March 2020 129.55 March 11,
2020
1,96,199.00 71.00 March 24,
2020
48,553.00 101.93
February 2020 141.00 February 3,
2020
1,77,268.00 113.50 February 28,
2020
62,139.00 125.97
January 2020 141.90 January 29,
2020
2,95,973.00 116.35 January 10,
2020
64,140.00 129.71
(Source: www.nseindia.com)
Week end prices of Equity Shares along with the highest and lowest closing prices on the Stock Exchanges for
the last four weeks preceding the date of filing of this Letter of Offer is as stated below:
BSE
For the week ended on Closing Price (₹) High (₹) Date of High Low (₹) Date of Low
June 26, 2020 86.05 92.00 June 24, 2020 83.60 June 22, 2020
July 3, 2020 87.40 88.35 July 2, 2020 81.60 June 29, 2020
July 10, 2020 88.35 92.50 July 8, 2020 86.30 July 10, 2020
July 17, 2020 89.40 90.50 July 17, 2020 87.00 July 15, 2020
(Source: www.bseindia.com)
NSE
For the week ended on Closing Price (₹) High (₹) Date of High Low (₹) Date of Low
June 26, 2020 85.90 92.00 June 23, 2020 84.00 June 22, 2020
July 3, 2020 87.05 88.00 July 2, 2020 81.70 June 29, 2020
July 10,2020 88.45 92.50 July 8, 2020 86.30 July 10, 2020
July 17, 2020 89.40 91.80 July 13, 2020 86.40 July 15, 2020
(Source: www.nseindia.com)
The closing market price of the Equity Shares of our Company one day prior to the date of this Letter of Offer,
i.e., on July 20, 2020 was ₹ 90.25 on BSE and ₹ 90.20 on NSE. The Issue Price is ₹ 72 per Rights Equity Share
and has been arrived at by our Company in consultation with the Lead Manager prior to the determination of the
Record Date.
163
SECTION VI: LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND DEFAULTS
Except as disclosed below, there is no outstanding litigation with respect to (i) issues of moral turpitude or
criminal liability on the part of our Company and/or our Subsidiaries; (ii) material violations of statutory
regulations by our Company and/or our Subsidiaries; (iii) economic offences where proceedings have been
initiated against our Company and/or sour Subsidiaries; (iv) any pending matters, which if they result in an
adverse outcome, would materially and adversely affect our operations or our financial position; and (v) other
litigation, including civil or tax litigation proceedings, which involves an amount in excess of the Materiality
Threshold (as defined below) or is otherwise material in terms of (a) the ‘Policy for Determination and Disclosure
of Material Events’ adopted by our Board, in accordance with the requirements under Regulation 30 of the SEBI
Listing Regulations, and (b) the materiality policy adopted by the Fund Raising Committee through its resolution
dated July 18, 2020, for the purpose of litigation disclosures in this Letter of Offer (“Materiality Policy”).
In this regard, please note the following:
1. Any outstanding litigation involving our Company and / or our Subsidiaries, i.e., proceedings other than
litigation involving issues of moral turpitude, criminal liability, material violations of statutory
regulations or proceedings related to economic offences, shall be considered material and shall be
disclosed in this Letter of Offer or the Abridged Letter of Offer, if (i) the monetary claim involved in such
proceedings is an amount equal to or exceeding ₹ 200.00 lakhs (“Materiality Threshold”), and/or (ii)is
otherwise determined to be material in terms of the Materiality Policy.
2. Pre-litigation notices received by our Company and / or our Subsidiaries from third parties (excluding
notices pertaining to any offence involving issues of moral turpitude, criminal liability, material
violations of statutory regulations or proceedings related to economic offences) shall not be evaluated
for materiality until such time our Company and/or our Subsidiaries are impleaded as defendants in
litigation proceedings before any judicial forum.
All terms defined herein in a particular litigation disclosure pertain to that litigation only.
Litigation involving our Company
Proceedings involving issues of moral turpitude or criminal liability on the part of our Company
1. A complaint was filed by the Labour Enforcement Officer (Central), Ministry of Labour, Government of India,
representing the State (“Complainant”), against Punjab Conware with the Judicial Magistrate First Class,
Uran. It was alleged that upon inspection of the Navi Mumbai – II CFS, it was found that Punjab Conware
had, among others (a) hired certain contract labourers without obtaining a valid certificate of registration in
breach of Section 7 read with Section 9 of the Contract Labour (Regulation and Abolition) Act, 1970
(“CLRA”), (b) not put up notices required to be displayed in terms of Rules 81(1)(i) of the Contract Labour
(Regulation and Abolition) Central Rules, 1971 (“Rules”), and (c) not submitted annual returns in accordance
with Rule 82(1) of the Rules. It was alleged further that Punjab Conware, after being given notice of the same,
had failed to rectify the irregularities and submit its reply within the stipulated time and in a satisfactory
manner. The Complainant, therefore, prayed that, among others, cognisance be taken and Punjab Conware be
summoned to stand trial under Sections 23 and 24 of the CLRA and that an appropriate amount of fine be
imposed for the same. In terms of our agreement with Punjab Conware, our Company shall be liable for the
irregularities identified in the complaint. The matter is currently pending.
2. A complaint was filed by the Labour Enforcement Officer (Central), Ministry of Labour, Government of India,
representing the State (“Complainant”), against our Company with the Judicial Magistrate First Class, Uran.
It was alleged that upon inspection of the Navi Mumbai – I CFS, it was found that our Company had, among
others (a) hired certain contract labourers without obtaining a valid certificate of registration in breach of
Section 7 read with Section 9 of the Contract Labour (Regulation and Abolition) Act, 1970 (“CLRA”), (b) not
put up notices required to be displayed in terms of Rules 81(1)(i) of the Contract Labour (Regulation and
Abolition) Central Rules, 1971 (“Rules”), and (c) not submitted annual returns in accordance with Rule 82(1)
of the Rules. It was alleged further that our Company, after being given notice of the same, had failed to submit
its reply within the stipulated time. The Complainant, therefore, prayed that, among others, cognisance be
taken and our Company be summoned to stand trial under Sections 23 and 24 of the CLRA and that an
164
appropriate amount of fine be imposed for the same. The matter is currently pending.
3. Our Company received a summons dated January 8, 2020 from the Criminal Court, Uran alleging violations
under Sections 23 and 24 of the Contract Labour (Regulation and Abolition) Act, 1970 and requesting the
presence of our officials for proceedings in relation to the same. The matter is currently pending.
4. SPC Infrastructures Private Limited (“SPC”) filed a complaint under Section 190 of the Criminal Procedure
Code, 1973 with the Additional Chief Judicial Magistrate, Jaipur against our Company and its Directors at the
time (“Defendants”). It was alleged, in relation to an incident wherein a vehicle imported by SPC was
damaged during operations at our CFS, that the Defendants were responsible and liable for criminal breach of
trust and cheating and dishonestly inducing delivery of property in terms of the Indian Penal Code, 1860. The
amount involved in this matter is ₹ 23.61 lakhs. The matter is currently pending.
Other proceedings involving our Company which involve an amount exceeding the Materiality Threshold or
are otherwise material in terms of the Materiality Policy, and other pending matters which, if they result in an
adverse outcome would materially and adversely affect the operations or the financial position of our Company
(i) Civil Proceedings
1. Wanxiang International Flavors & Fragrances Pte Ltd, DKSH India Private Limited, and certain others (the
“Petitioners”), initiated a suit for recovery of damages with the Panvel Court, Senior Civil Judicial Magistrate
(“Court”) against our Company, Punjab Conware, and the Navi Mumbai – II CFS (“Respondents”). It was
alleged that certain goods, which were pending delivery from our warehouse to the Petitioners, were damaged
due to fire at the warehouse and that the Respondents had failed, among others, (i) to implement sufficient fire
detection and monitoring systems, (ii) provide suitably qualified personnel to ensure adequate segregation of
different goods, and (iii) failed to have adequate checks in place to identify hazardous goods. It was alleged,
therefore, that the Respondents had breached their duty of care to the Petitioners for goods held in bailment
and that the Respondents were negligent and in breach of contract. The Petitioners sought, among others, that
an amount of ₹ 590.30 lakhs with further interest at a rate of 21% per annum from the date of filing of the suit
till realisation of the entire amount be paid by the Respondents and any other relief that the Court may deem
fit and proper. The matter is currently pending.
2. Bharat Heavy Electricals Limited (“BHEL”) filed a summary suit with the VII Additional District Judge,
Medak District at Sangareddy (subsequently transferred to the Family Court-cum-7th Additional District
Judge, Medak District at Sangareddy (“7th ADJ, Medak”)) against our Company and Punjab Conware
(“Respondents”) claiming an amount of ₹ 220.70 lakhs due to the alleged damage caused to cargo belonging
to BHEL due to a fire at the Navi Mumbai – II CFS. On February 21, 2012, the 7th ADJ Medak passed an ex-
parte order against the Respondents. However, the proceedings were restored subsequent to an interim
application made by the Respondents. BHEL separately filed a civil miscellaneous appeal with the High Court
of Telangana and Andhra Pradesh against the order restoring the proceedings. The matter is currently pending.
(ii) Tax Proceedings
Direct Tax
1. The Deputy Commissioner of Income Tax (OSD), Circle 3(1), Mumbai issued notices under Section 148 of
the Income-tax Act to our Company, proposing to re-assess the income for each of the assessment years from
2004 – 2005 to 2007 – 2008. It was alleged, among others, that our Company’s Navi Mumbai – I CFS was not
an ‘infrastructure facility’ and that it had not entered into an agreement as contemplated under Section 80-IA
(4) of the Income Tax Act. It was contended, therefore, that our Company had incorrectly claimed deductions
under Section 80-IA (4) of the Income-tax Act. The amount involved in this matter is ₹ 4,460.34 lakhs. Our
Company filed writ petitions against these notices with the High Court of Bombay and was granted interim
relief in this matter. The matter is currently pending.
2. A demand was raised by the Deputy Commissioner of Income Tax (OSD), Circle 3(1), Mumbai (“DCIT”)
pursuant to notices under Section 153 of the Income-tax Act and assessment orders issued to our Company,
contending that, among others, our Company’s Navi Mumbai – I CFS was not an ‘infrastructure facility’ and
that it had not entered into an agreement as contemplated under Section 80-IA (4) of the Income-tax Act. The
DCIT held, therefore, that our Company had incorrectly claimed deductions under Section 80-IA (4) of the
Income-tax Act for the assessment years 2008 – 2009 and 2009 – 2010. Our Company filed appeals against
165
these orders with the Commissioner of Income Tax (Appeals) – 7, Mumbai, which were decided by orders
dated January 27, 2012 and April 3, 2012 for assessment years 2008 – 2009 and 2009 – 2010, respectively.
The Assistant Commissioner of Income Tax, Circle 3(1), Mumbai, appealed against these orders with the
Income Tax Appellate Tribunal, Mumbai, which was decided by a common order dated November 20, 2015.
The Principal Commissioner of Income Tax – I has appealed against this order with the High Court of Bombay.
The amount involved in this matter is ₹ 5,806.96 lakhs. The matter is currently pending.
3. A demand was raised by the Additional Commissioner of Income Tax, Range 3(1), Mumbai (“ACIT”)
pursuant to a demand notice and assessment order issued to our Company in relation to assessment year 2011
– 2012, contending that (a) our Company’s Navi Mumbai – I CFS was not an ‘infrastructure facility’ and that
it had not entered into an agreement as contemplated under Section 80-IA (4) of the Income-tax Act and (b)
expenditure incurred for earning certain exempt income was liable to be disallowed under Section 14A of the
Income-tax Act. The ACIT held, therefore, that our Company had incorrectly claimed deductions under
Section 80-IA (4) and further disallowed certain deductions under Section 14A of the Income-tax Act. Our
Company filed an appeal against this order with the Commissioner of Income Tax (Appeals) – 2, Mumbai,
which was decided by an order dated July 6, 2017. The Deputy Commissioner of Income Tax (1)(1)(2),
Mumbai has appealed against this order with the Income Tax Appellate Tribunal. The amount involved in this
matter is ₹ 1,929.52 lakhs. The matter is currently pending.
Indirect tax
1. The Commissioner of Service Tax, Mumbai, through an order issued on December 5, 2016, held that our
Company had failed to determine appropriate value for payment of due service tax as per the Finance Act,
1994 read with the Service Tax (Determination of Value) Rules, 2006. It was held that this was since our
Company had failed to include the cost of vehicles in computing gross value of ‘goods transport agency
service’, while determining its service tax liability as recipient of such ‘goods transport agency service’. Our
Company has filed an appeal against this order with the Customs, Excise and Service Tax Appellate Tribunal,
West Zonal Breach. The amount involved in this matter is ₹ 382.32 lakhs. The matter is currently pending.
Litigation involving our Subsidiaries
Proceedings involving material violations of statutory regulations by our Subsidiaries
GRFL
1. GRFL received a show cause notice dated November 11, 2019 from the Office of Additional Director General
of Foreign Trade in relation to its receipt of benefit under the Service Exports from India Scheme (“SEIS”).
Certain questions were raised in relation to the eligibility of GRFL in respect of the benefits received by it
under the SEIS in terms of the Foreign Trade Policy (2015 – 20). GRFL responded to this notice by way of a
letter dated January 31, 2020. The matter is currently pending.
Other proceedings involving our Subsidiaries which involve an amount exceeding the Materiality Threshold
or are otherwise material in terms of the Materiality Policy, and other pending matters which, if they result in
an adverse outcome would materially and adversely affect the operations or the financial position of our
Company
(i) Civil Proceedings
GRFL
1. GRFL instituted a suit for recovery of damages against Max Logistics Private Limited (“MLPL”) with the
High Court of Delhi (“Court”) in relation to the setting up of a joint venture company. It was alleged, among
others, that certain amounts paid by GRFL to MLPL as loan and share application money for the setting up of
the joint venture company were liable to be repaid to GRFL. Accordingly, GRFL sought that the Court pass a
decree for a sum of ₹ 226.00 lakhs with interest in its favour, that it be awarded the costs of the suit along with
interest thereon, and other reliefs that may be just fit, and proper be granted by the Court. The matter is
currently pending.
(ii) Tax Proceedings
166
GEIPL
1. A demand was raised by the Additional Commissioner of Income Tax, Circle 3(1), Visakhapatnam (“ACIT”)
pursuant to a demand notice and assessment order issued to GEIPL in relation to assessment year 2013 – 2014,
contending, among others, that (a) the Visakhapatnam CFS was not a ‘port’ or an ‘inland port’ and, therefore,
not an ‘infrastructure facility’ and (b) that GEIPL had not entered into an agreement, both as contemplated
under Section 80-IA (4) of the Income-tax Act. The ACIT held, therefore, that GEIPL had incorrectly claimed
deductions under Section 80-IA (4) of the Income-tax Act. GEIPL filed an appeal against this order with the
Commissioner of Income Tax (Appeals), Visakhapatnam, which was decided by an order dated March 6, 2017.
The ACIT appealed against this order with the Income Tax Appellate Tribunal, which passed an order dated
October 11, 2017 in this matter. Subsequently, the Principal Commissioner of Income Tax – I, Visakhapatnam
filed an appeal against this order with the High Court of Telangana and Andhra Pradesh. The amount involved
in this matter is ₹ 435.63 lakhs. The matter is currently pending.
2. A demand was raised by the Additional Commissioner of Income Tax, Circle 3(1), Visakhapatnam (“ACIT”)
pursuant to a demand notice and assessment order issued to GEIPL in relation to assessment year 2017 – 2018,
contending, among others, that (a) the Visakhapatnam CFS was not a not an ‘infrastructure facility’ and (b)
that GEIPL had not entered into an agreement, both as contemplated under Section 80-IA (4) of the Income-
tax Act. The ACIT held, therefore, that GEIPL had incorrectly claimed deductions under Section 80-IA (4) of
the Income-tax Act. GEIPL filed an appeal against this order with the Commissioner of Income Tax (Appeals),
Visakhapatnam, which passed an order dated June 19, 2020 in this matter. The amount involved in this matter
is ₹ 274.20 lakhs. The matter is currently pending.
167
GOVERNMENT APPROVALS
Our Company and our Material Subsidiary are required to comply with the provisions of various laws and
regulations and obtain approvals, registrations, permits and licenses under them for conducting our operations.
The requirement for approvals may vary based on factors such as the activity being carried out and the legal
requirements in the jurisdiction in which we are operating. Further, our obligation to obtain and renew such
approvals arises periodically and applications for such approvals are made at the appropriate stage.
Our Company and our Material Subsidiary obtain material consents, licenses, permissions and approvals from
governmental and regulatory authorities that are required for carrying on our present business activities. In the
event, some of the approvals and licenses that are required for our business activities expire in the ordinary course
of business, our Company and our Material Subsidiary apply for their renewal, from time to time.
A. As on the date of this Letter of Offer, except as stated below, there are no pending material approvals required
for the business activities of our Company or our Material Subsidiary, for which applications for fresh approval
or renewal have been made, but not yet received:
Company
Navi Mumbai – I CFS
1. Application for renewal of notification as a customs cargo service provider under the Handling of Cargo
in Customs Areas Regulations, 2009 made to the Deputy Commissioner of Customs, CCSP Cell,
Jawaharlal Nehru Custom House, Maharashtra.
2. Application for acceptance of custodian cum carrier bond with the Assistant Commissioner of Customs,
CFS Management Cell, Jawaharlal Nehru Custom House, Nhava – Sheva, Navi Mumbai.
Material Subsidiary
1. Application for renewal of fire no-objection certificate for the ICD at Gurugram made to the Municipal
Corporation, Gurugram.
2. Application for registration under the Contract Labour (Regulation and Abolition) Act, 1970 for the ICD
at Viramgam.
B. As on the date of this Letter of Offer, there are no pending material approvals required for the business
activities of our Company or our Material Subsidiary, for which applications for fresh approval or renewal
have yet to be made.
168
OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for this Issue
This Issue has been authorised by a resolution of our Board passed at its meeting held on June 10, 2020 pursuant
to Section 62(1)(a)and other applicable provisions of the Companies Act, 2013.
Our Board, at its meeting held on July 20, 2020, has resolved to issue Rights Equity Shares to the Eligible Equity
Shareholders, at ₹ 72 per Rights Equity Share (including a premium of ₹ 62 per Rights Equity Share), in the ratio
of 4 Rights Equity Shares for every 27 fully paid up Equity Shares, as held on the Record Date. The Issue Price
of ₹ 72 per Rights Equity Share has been arrived at, in consultation with the Lead Manager, prior to determination
of the Record Date.
Our Company has received in-principle approvals from BSE and NSE in accordance with Regulation 28(1) of the
SEBI Listing Regulations for listing of the Rights Equity Shares to be Allotted in this Issue pursuant to their letters
dated July 15, 2020. Our Company will also make applications to BSE and NSE to obtain their trading approvals
for the Rights Entitlements as required under the SEBI Rights Issue Circulars.
Our Company has been allotted the ISIN INE852F20015 for the Rights Entitlements to be credited to the
respective demat accounts of the Equity Shareholders of our Company. For details, see “Terms of the Issue” on
page 178.
Prohibition by SEBI
Neither of our Company, our Promoters, members of our Promoter Group, or our Directors have been, or are,
prohibited from accessing or operating in the capital markets or restrained from buying, selling or dealing in
securities under any order or direction passed by SEBI.
Neither of our Company, our Promoters, members of our Promoter Group, or our Directors are debarred from
accessing the capital market by the SEBI.
The companies with which our Promoters or our Directors are associated as promoters or directors have not been
debarred from accessing the capital market by SEBI.
Neither our Promoters nor our Directors are declared as Fugitive Economic Offenders.
Association of our Directors with securities market
None of our Directors are associated with the securities market.
Prohibition by RBI
Neither our Company, nor our Promoters or Directors have been or are identified as Wilful Defaulters.
Eligibility for this Issue
Our Company is a listed company and has been incorporated under the Companies Act, 1956. Our Equity Shares
are presently listed on the Stock Exchanges. Our Company is eligible to offer Rights Equity Shares pursuant to
this Issue in terms of Chapter III of the SEBI ICDR Regulations and other applicable provisions of the SEBI ICDR
Regulations. Further, our Company is undertaking this Issue in compliance with Part B of Schedule VI of the
SEBI ICDR Regulations.
Compliance with Regulations 61 and 62 of the SEBI ICDR Regulations
Our Company is in compliance with the conditions specified in Regulations 61 and 62 of the SEBI ICDR
Regulations, to the extent applicable. Further, in relation to compliance with Regulation 62(1)(a) of the SEBI
ICDR Regulations, our Company has made applications to the Stock Exchanges and have received their in-
principle approvals for listing of the Rights Equity Shares to be issued pursuant to this Issue. BSE is the Designated
Stock Exchange for this Issue.
169
Compliance with conditions of fast track issue
Our Company satisfies the following conditions specified in Regulation 99 of the SEBI ICDR Regulations read
with the SEBI circular, bearing reference no. SEBI/HO/CFD/CIR/CFD/DIL/ 67/2020 dated April 21,
2020,andaccordingly, our Company is eligible to make this Issue by way of a ‘fast track issue’:
1. Our Equity Shares have been listed on BSE and NSE, each being a recognized stock exchange having,
nationwide trading terminals, for a period of at least 18 months immediately preceding the date of filing
this Letter of Offer with the Designated Stock Exchange;
2. The entire shareholding of the members of the Promoter Group is held in dematerialized form as at the
date of filing this Letter of Offer with the Designated Stock Exchange;
3. The average market capitalization of the public shareholding (as defined under the SEBI ICDR
Regulations) of our Company is at least ₹ 100 crore;
4. The annualized trading turnover of our Equity Shares during six calendar months immediately preceding
the month of filing of this Letter of Offer with the Designated Stock Exchange has been at least 2% of
the weighted average number of Equity Shares listed during such six-months period;
5. The annualized delivery-based trading turnover of our Equity Shares during six calendar months
immediately preceding the month of filing of this Letter of Offer with the Designated Stock Exchange
has been at least 10% of the annualized trading turnover of Equity Shares during such six-month period;
6. Our Company has been in compliance with the equity listing agreement and the SEBI Listing
Regulations, for a period of at 18 months immediately preceding the date of filing this Letter of Offer
with the Designated Stock Exchange;
7. Our Company has redressed at least 95% of the complaints received from the investors until the end of
the quarter immediately preceding the month at the date of filing this Letter of Offer with the Designated
Stock Exchange;
8. No show-cause notices, excluding under adjudication proceedings, have been issued by SEBI and
pending against our Company or our Promoters or whole-time Directors as at the date of filing this Letter
of Offer with SEBI, the Designated Stock Exchange, and NSE. Further, there are no prosecution
proceedings initiated, or show cause notices in adjudication proceedings which have been issued by SEBI
and which are pending against our Company, Promoters, Directors, or Group Companies as at the date
of filing this Letter of Offer with SEBI, the Designated Stock Exchange, and NSE, which have not been
disclosed in this Letter of Offer, along with potential adverse impact on our Company.
9. Our Company, our Promoters, the members of the Promoter Group or our Directors have fulfilled the
settlement terms or adhered to directions of the settlement order(s), if any, in cases where they have
settled any alleged violation of securities laws through the consent or settlement mechanism with SEBI;
10. Our Equity Shares have not been suspended from trading as a disciplinary measure during 18 months
immediately preceding the date of filing this Letter of Offer with the Designated Stock Exchange;
11. There are no conflicts of interest between the Lead Manager and our Company or the group companies
in accordance with applicable regulations;
12. Our Promoters and members of the Promoter Group shall mandatorily subscribe to their Rights
Entitlements and shall not renounce their rights. For subscription by our Promoters and members of the
Promoter Group and details in relation to compliance with minimum public shareholding norms
prescribed under the Securities Contracts (Regulation) Rules, 1957, see “Capital Structure – Subscription
to the Issue by our Promoters and Promoter Group” on page 63; and
13. There are no audit qualifications (as defined under the SEBI ICDR Regulations) on the audited accounts
of our Company in respect of the Fiscal for which such accounts are disclosed in this Letter of Offer.
170
Compliance with Clause (1) of Part B of Schedule VI of the SEBI ICDR Regulations
Our Company is in compliance with the provisions specified in Clause (1) of Part B of Schedule VI of the SEBI
ICDR Regulations as explained below:
1. Our Company has been filing periodic reports, statements and information in compliance with the SEBI
Listing Regulations for the last three years immediately preceding the date of filing of this Letter of Offer
with SEBI;
2. The reports, statements and information referred to above are available on the websites of BSE and NSE;
and
3. Our Company has an investor grievance-handling mechanism which includes meeting of the
Stakeholders’ Relationship Committee at frequent intervals, appropriate delegation of power by our
Board as regards share transfer and clearly laid down systems and procedures for timely and satisfactory
redressal of investor grievances.
As our Company satisfies the conditions specified in Clause (1) of Part B of Schedule VI of SEBI ICDR
Regulations, and given that the conditions specified in Clause (3) of Part B of Schedule VI of SEBI ICDR
Regulations are not applicable to our Company, the disclosures in this Letter of Offer are in terms of Clause (5)
of Part B of Schedule VI of the SEBI ICDR Regulations. Our Company is also in compliance with Clause (6) of
Part B of Schedule VI of the SEBI ICDR Regulations.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE SUBMISSION OF THE LETTER OF OFFER
TO SEBI SHOULD NOT, IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN
CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR
THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS
PROPOSED TO BE MADE, OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR
OPINIONS EXPRESSED IN THIS LETTER OF OFFER. THE LEAD MANAGER, BEING ICICI
SECURITIES LIMITED, HAS CERTIFIED THAT THE DISCLOSURES MADE IN THIS LETTER OF
OFFER ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES
AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2018, AS AMENDED (“SEBI ICDR REGULATIONS”) IN FORCE FOR THE TIME
BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED
DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE LETTER OF OFFER, THE LEAD MANAGER IS EXPECTED TO EXERCISE
DUE DILIGENCE TO ENSURE THAT THE ISSUER DISCHARGES ITS RESPONSIBILITY
ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD MANAGER, BEING
ICICI SECURITIES LIMITED, HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE
DATED JULY 21, 2020 WHICH READS AS FOLLOWS:
(1) WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO
LITIGATION, INCLUDING COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES
WITH COLLABORATORS, ETC. AND OTHER MATERIAL WHILE FINALISING THE
LETTER OF OFFER OF THE SUBJECT ISSUE;
(2) ON THE BASIS OF SUCH EXAMINATION AND DISCUSSIONS WITH THE COMPANY, ITS
DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT
VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE,
PRICE JUSTIFICATION, CONTENTS OF THE DOCUMENTS AND OTHER PAPERS
FURNISHED BY THE COMPANY, WE CONFIRM THAT:
(a) THE LETTER OF OFFER FILED WITH SEBI IS IN CONFORMITY WITH THE
DOCUMENTS, MATERIALS AND PAPERS WHICH ARE MATERIAL TO THE
ISSUE;
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(b) ALL MATERIAL LEGAL REQUIREMENTS RELATING TO THE ISSUE AS
SPECIFIED BY SEBI, THE CENTRAL GOVERNMENT AND ANY OTHER
COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED
WITH; AND
(c) THE MATERIAL DISCLOSURES MADE IN THE LETTER OF OFFER ARE TRUE
AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED
DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE AND SUCH
DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF THE
COMPANIES ACT, 2013, THE SEBI ICDR REGULATIONS AND OTHER
APPLICABLE LEGAL REQUIREMENTS.
(3) BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE LETTER OF OFFER
ARE REGISTERED WITH SEBI AND THAT TILL DATE, SUCH REGISTRATION IS VALID.
COMPLIED WITH.
(4) WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS
TO FULFIL THEIR UNDERWRITING COMMITMENTS – NOT APPLICABLE
(5) WRITTEN CONSENT FROM THE PROMOTERS HAS BEEN OBTAINED FOR INCLUSION
OF THEIR SPECIFIED SECURITIES PROPOSED TO FORM PART OF PROMOTER’S
CONTRIBUTION SUBJECT TO LOCK-IN AND THE EQUITY SHARES PROPOSED TO
FORM PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN SHALL NOT BE
DISPOSED OR SOLD OR TRANSFERRED BY THE PROMOTERS DURING THE PERIOD
STARTING FROM THE DATE OF FILING THE LETTER OF OFFER WITH SEBI UNTIL
THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE LETTER OF
OFFER. – NOT APPLICABLE.
(6) ALL APPLICABLE PROVISONS OF THE SEBI ICDR REGULATIONS, WHICH RELATE TO
EQUITY SHARES INELIGIBLE FOR COMPUTATION OF PROMOTERS’ CONTRIBUTION,
HAVE BEEN AND SHALL BE DULY COMPLIED WITH AND APPROPRIATE
DISCLOSURES AS TO COMPLIANCE WITH THE SAID REGULATION(S) HAVE BEEN
MADE IN THE LETTER OF OFFER. – NOT APPLICABLE.
(7) ALL APPLICABLE PROVISONS OF SEBI ICDR REGULATIONS, WHICH RELATE TO
RECEIPT OF PROMOTERS’ CONTRIBUTION PRIOR TO OPENING OF THE ISSUE,
SHALL BE COMPLIED WITH. ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT
PROMOTERS’ CONTRIBUTION SHALL BE RECEIVED AT LEAST ONE DAY BEFORE
THE OPENING OF THE ISSUE AND THE STATUTORY AUDITOR’S CERTIFICATE TO
THIS EFFECT SHALL BE DULY SUBMITTED TO SEBI. WE FURTHER CONFIRM THAT
ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS’
CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT WITH A SCHEDULED
COMMERCIAL BANK AND SHALL BE RELEASED TO THE COMPANY ALONG WITH
THE PROCEEDS OF THE ISSUE. – NOT APPLICABLE.
(8) NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE MONIES
RECEIVED PURSUANT TO THE ISSUE ARE CREDITED OR TRANSFERRED TO A
SEPARATE BANK ACCOUNT AS PER THE PROVISIONS OF SUB-SECTION (3) OF
SECTION 40 OF THE COMPANIES ACT, 2013 AND THAT SUCH MONIES SHALL BE
RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS OBTAINED FROM ALL
THE STOCK EXCHANGES, AND THAT THE AGREEMENT ENTERED INTO BETWEEN
THE BANKERS TO THE ISSUE AND THE COMPANY SEPCIFICALLY CONTAINS THIS
CONDITION – NOTED FOR COMPLIANCE TO THE EXTENT APPLICABLE
(9) THE EXISTING BUSINESS AS WELL AS ANY NEW BUSINESS OF THE COMPANY FOR
WHICH THE FUNDS ARE BEING RAISED FALL WITHIN THE ‘MAIN OBJECTS’ IN THE
OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY AND
THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED IN LAST TEN YEARS ARE
VALID IN TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION.
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COMPLIED WITH TO THE EXTENT APPLICABLE
(10) FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE LETTER OF OFFER:
(a) AN UNDERTAKING FROM THE COMPANY THAT AT ANY GIVEN TIME, THERE
SHALL BE ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE
COMPANY, EXCLUDING SUPERIOR RIGHTS EQUITY SHARES, WHERE AN
ISSUER HAS OUTSTANDING SUPERIOR RIGHTS EQUITY SHARES – COMPLIED
WITH (THE COMPANY HAS NOT ISSUED ANY SUPERIOR RIGHTS EQUITY
SHARES); AND
(b) AN UNDERTAKING FROM THE COMPANY THAT IT SHALL COMPLY WITH ALL
DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY SEBI. – COMPLIED
WITH
(11) WE SHALL COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTISEMENTS
IN TERMS OF THE SEBI ICDR REGULATIONS. NOTED FOR COMPLIANCE INCLUDING
WITH THE SEBI CIRCULAR SEBI/HO/CFD/DIL2/CIR/P/2020/78 DATED MAY 6, 2020.
(12) IF APPLICABLE, THE COMPANY IS ELIGIBLE TO LIST ON THE INNOVATORS
GROWTH IN TERMS OF THE PROVISIONS CHAPTER X OF THE SEBI ICDR
REGULATIONS. – NOT APPLICABLE
(13) NONE OF THE INTERMEDIARIES NAMED IN THIS LETTER OF OFFER HAVE BEEN
DEBARRED FROM FUNCTIONING BY ANY REGULATORY AUTHORITY– COMPLIED
WITH.
(14) THE COMPANY IS ELIGIBLE TO MAKE A FAST TRACK ISSUE IN TERMS OF
REGULATION 99 OF THE SEBI ICDR REGULATIONS. THE FULFILMENT OF THE
ELIGIBILITY CRITERIA AS SPECIFIED IN THAT REGULATION BY THE COMPANY HAS
ALSO BEEN DISCLOSED IN THIS LETTER OF OFFER– COMPLIED WITH.
(15) THE ABRIDGED LETTER OF OFFER CONTAINS ALL DISCLOSURES AS SPECIFIED IN
THE SEBI ICDR REGULATIONS – COMPLIED WITH.
(16) ALL MATERIAL DISCLOSURES IN RESPECT OF THE COMPANY HAVE BEEN MADE IN
THIS LETTER OF OFFER AND CERTIFY THAT ANY MATERIAL DEVELOPMENT IN THE
COMPANY OR RELATING TO THE COMPANY UP TO THE COMMENCEMENT OF
LISTING AND TRADING OF THE RIGHTS EQUITY SHARES OFFERED THROUGH THIS
ISSUE SHALL BE INFORMED THROUGH PUBLIC NOTICES/ADVERTISEMENTS IN ALL
THOSE NEWSPAPERS IN WHICH PRE-ISSUE ADVERTISEMENT AND ADVERTISEMENT
FOR OPENING OR CLOSURE OF THE ISSUE HAVE BEEN GIVEN – COMPLIED WITH
AND NOTED FOR COMPLIANCE.
(17) AGREEMENTS HAVE BEEN ENTERED INTO WITH THE DEPOSITORIES FOR
DEMATERIALISATION OF THE SPECIFIED SECURITIES OF THE COMPANY –
COMPLIED WITH.
THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ISSUER FROM
ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF
OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE
PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT
ANY POINT OF TIME, WITH THE LEAD MANAGER ANY IRREGULARITIES OR LAPSES IN THE
LETTER OF OFFER.
Disclaimer clauses from our Company and the Lead Manager
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Our Company and the Lead Manager accept no responsibility for statements made otherwise than in this Letter
of Offer or in any advertisement or other material issued by our Company or by any other persons at the instance
of our Company and anyone placing reliance on any other source of information would be doing so at their own
risk.
Investors who invest in this Issue will be deemed to have represented to our Company and the Lead Manager and
their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable
laws, rules, regulations, guidelines and approvals to acquire the Rights Equity Shares, and are relying on
independent advice / evaluation as to their ability and quantum of investment in this Issue.
Caution
Our Company and the Lead Manager shall make all relevant information available to the Eligible Equity
Shareholders in accordance with the SEBI ICDR Regulations and no selective or additional information would be
available for a section of the Eligible Equity Shareholders in any manner whatsoever, including at presentations,
in research or sales reports, etc., after filing this Letter of Offer.
No dealer, salesperson or other person is authorised to give any information or to represent anything not contained
in this Letter of Offer. You must not rely on any unauthorised information or representations. This Letter of Offer
is an offer to sell only the Rights Equity Shares and rights to purchase the Rights Equity Shares offered hereby,
but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this
Letter of Offer is current only as of its date.
Disclaimer with respect to jurisdiction
This Letter of Offer has been prepared under the provisions of Indian laws and the applicable rules and regulations
thereunder. Any disputes arising out of this Issue will be subject to the jurisdiction of the appropriate court(s) in
Mumbai only.
Designated Stock Exchange
The Designated Stock Exchange for the purpose of this Issue is BSE.
Disclaimer Clause of BSE
As required, a copy of this Letter of Offer has been submitted to BSE. The disclaimer clause as intimated by BSE
to us, post scrutiny of this Letter of Offer is set out below:
“BSE Limited (the “Exchange”) has given, vide its letter dated July 15, 2020 permission to this Company to use
the Exchange’s name in this Letter of Offer as one of the stock exchanges on which this Company’s securities are
proposed to be listed. The Exchange has scrutinized this Letter of Offer for its limited internal purpose of deciding
on the matter of granting the aforesaid permission to this Company. The Exchange does not in any manner:
• Warrant, certify or endorse the correctness or completeness of any of the contents of this letter of offer; or
• Warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or
• Take any responsibility for the financial or other soundness of this Company, its promoters, its
management or any scheme or project of this Company;
and it should not for any reason be deemed or construed that this letter of offer has been cleared or approved by
the Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company may
do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the
Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection
with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any
other reason whatsoever.”
Disclaimer Clause of NSE
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As required, a copy of this letter of offer has been submitted to NSE. The disclaimer clause as intimated by the
NSE to us, post scrutiny of this Letter of Offer is set out below:
“As required, a copy of this letter of offer has been submitted to National Stock Exchange of India Limited
(hereinafter referred to as NSE). NSE has given vide its letter Ref. No. NSE/LIST/24199 dated July 15, 2020
permission to the Issuer to use the Exchange’s name in this letter of offer as one of the stock exchanges on which
this Issuer’s securities are proposed to be listed. The Exchange has scrutinized this letter of offer for its limited
internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer.
It is to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or
construed that the letter of offer has been cleared or approved by NSE; nor does it in any manner warrant, certify
or endorse the correctness or completeness of any of the contents of this letter of offer; nor does it warrant that
this Issuer’s securities will be listed or will continue to be listed on the Exchange; nor does it take any
responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or
project of this Issuer.
Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by
reason of any loss which may be suffered by such person consequent to or in connection with such subscription
/acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.”
Selling Restrictions
The distribution of this Letter of Offer, the Abridged Letter of Offer, the Application Form, the Rights Entitlement
Letter and the issue of Rights Entitlements and Rights Equity Shares on a rights basis to persons in certain
jurisdictions outside India is restricted by legal requirements prevailing in those jurisdictions. Persons into whose
possession this Letter of Offer, the Abridged Letter of Offer, the Application Form and the Rights Entitlement
Letter may come are required to inform themselves about and observe such restrictions.
This Letter of Offer and its accompanying documents is being supplied to you solely for your information
and may not be reproduced, redistributed or passed on, directly or indirectly, to any other person or
published, in whole or in part, for any purpose.
Our Company is making this Issue on a rights basis to the Eligible Equity Shareholders in offshore
transactions outside the United States in compliance with Regulation S to existing shareholders located in
jurisdictions where such offer and sale of the Rights Equity Shares is permitted under laws of such
jurisdictions. Our Company will dispatch this Letter of Offer / Abridged Letter of Offer, Application Form
and Rights Entitlements Letter only to e-mail addresses of the Eligible Equity Shareholders (in accordance
with SEBI circular bearing SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 6, 2020) who have provided an
Indian address to our Company. Those overseas Shareholders who do not update our records with their
Indian address or the address of their duly authorised representative in India, prior to the date on which
we propose to dispatch this Letter of Offer / Abridged Letter of Offer, the Rights Entitlements Letter and
the Application Form, shall not be sent this Letter of Offer / Abridged Letter of Offer, the Rights
Entitlements Letter and the Application Form. In the event that the Issue Opening Date is on or after
August 1, 2020, where the e-mail addresses of the Eligible Equity Shareholders are not available with the
Company or the Eligible Equity Shareholders have not provided the valid e-mail address to the Company,
our Company will make reasonable efforts to dispatch this Letter of Offer, Abridged Letter of Offer,
Application Form and Rights Entitlements Letter by way of physical delivery as per the applicable laws to
those Eligible Equity Shareholders who have provided their Indian address. Further, this Letter of Offer
will be provided, only through an e-mail by the Registrar on behalf of our Company or the Lead Manager
to the Eligible Equity Shareholders who have provided their Indian addresses to our Company and in each
case who make a request in this regard. Investors can also access this Letter of Offer, the Abridged Letter
of Offer and the Application Form from the websites of the Registrar, our Company, the Lead Manager,
and the Stock Exchanges, and on R-WAP.
Accordingly, persons receiving a copy of this Letter of Offer, Abridged Letter of Offer, the Rights Entitlements
Letter or the Application Form should not, in connection with the issue of the Rights Equity Shares or the Rights
Entitlements, distribute or send this Letter of Offer, Abridged Letter of Offer or the Application Form in or into
any jurisdiction where to do so, would or might contravene local securities laws or regulations. If this Letter of
Offer, Abridged Letter of Offer, the Rights Entitlements Letter or the Application Form is received by any person
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in any such jurisdiction, or by their agent or nominee, they must not seek to subscribe to the Rights Equity Shares
or the Rights Entitlements referred to in this Letter of Offer, Abridged Letter of Offer, the Rights Entitlements
Letter or the Application Form.
The Rights Equity Shares and Rights Entitlements may not be offered or sold, directly or indirectly, and none of
this Letter of Offer, the Abridged Letter of Offer, Application Forms, the Rights Entitlement Letter or any offering
materials or advertisements in connection with the Rights Equity Shares or Rights Entitlements may be distributed
or published in any jurisdiction, except in accordance with legal requirements applicable in such jurisdiction. No
action has been or will be taken to permit this Issue in any jurisdiction, or the possession, circulation, or
distribution of this Letter of Offer, the Abridged Letter of Offer, the Application Forms, the Rights Entitlement
Letter or any other material relating to our Company, the Rights Equity Shares or Rights Entitlements in any
jurisdiction, where any action would be required in such jurisdiction for that purpose, except that this Letter of
Offer will be filed with the Stock Exchanges and SEBI.
Receipt of this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the Application
Form will not constitute an offer in those jurisdictions in which it would be illegal to make such an offer. In those
circumstances, this Letter of Offer, Abridged Letter of Offer, the Rights Entitlements Letter or the Application
Form must be treated as sent for information only and should not be acted upon for subscription to Rights Equity
Shares and should not be copied or re-distributed or passed on, directly or indirectly, to any other person or
published, in whole or in part, for any purpose.
Investors are advised to consult their legal counsel prior to applying for the Rights Entitlements and Rights Equity
Shares or accepting any provisional allotment of Rights Equity Shares, or making any offer, sale, resale, pledge
or other transfer of the Rights Equity Shares or Rights Entitlements.
Neither the delivery of this Letter of Offer nor any sale hereunder, shall under any circumstances create any
implication that there has been no change in our Company’s affairs from the date hereof or the date of such
information or that the information contained herein is correct as of any time subsequent to this date or the date
of such information.
NO OFFER IN THE UNITED STATES
THE RIGHTS ENTITLEMENTS AND THE RIGHTS EQUITY SHARES HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE US SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS AND
MAY NOT BE OFFERED, SOLD, RESOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED
STATES, EXCEPT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
THE US SECURITIES ACT. THE RIGHTS EQUITY SHARES REFERRED TO IN THIS LETTER OF OFFER
ARE BEING OFFERED AND SOLD IN OFFSHORE TRANSACTIONS OUTSIDE THE UNITED STATES
IN COMPLIANCE WITH REGULATION S TO EXISTING SHAREHOLDERS LOCATED IN
JURISDICTIONS WHERE SUCH OFFER AND SALE OF THE RIGHTS EQUITY SHARES IS PERMITTED
UNDER LAWS OF SUCH JURISDICTIONS. THE OFFERING TO WHICH THIS LETTER OF OFFER
RELATES IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN OFFERING OF
ANY RIGHTS EQUITY SHARES OR RIGHTS ENTITLEMENTS FOR SALE IN THE UNITED STATES OR
AS A SOLICITATION THEREIN OF AN OFFER TO BUY ANY OF THE SAID SECURITIES.
Neither our Company, nor any person acting on behalf of our Company, will accept a subscription or renunciation
from any person, or the agent of any person, who appears to be, or who our Company, or any person acting on
behalf of our Company, has reason to believe is, in the United States when the buy order is made. No Application
Form should be postmarked in the United States, electronically transmitted from the United States or otherwise
dispatched from the United States or from any other jurisdiction where it would be illegal to make an offer of
securities under this Letter of Offer. Our Company is making this Issue on a rights basis to the Eligible Equity
Shareholders and will dispatch, only through email, the Abridged Letter of Offer, the Rights Entitlement Letter
and the Application Form only to Eligible Equity Shareholders who have provided an Indian address to our
Company.
Any person who acquires Rights Entitlements or Rights Equity Shares will be deemed to have declared, warranted
and agreed, by accepting the delivery of this Letter of Offer, that (i) it is not and that at the time of subscribing for
the Rights Equity Shares or the Rights Entitlements, it will not be, in the United States, and is authorized to acquire
the Rights Entitlements and the Rights Equity Shares in compliance with all applicable laws and regulations.
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Our Company, in consultation with the Lead Manager, reserves the right to treat as invalid any Application Form
which: (i) appears to our Company or its agents to have been executed in, electronically transmitted from or
dispatched from the United States or other jurisdictions where the offer and sale of the Rights Equity Shares is
not permitted under laws of such jurisdictions; (ii) does not include the relevant certifications set out in the
Application Form, including to the effect that the person submitting and / or renouncing the Application Form is
not in the United States and eligible to subscribe for the Rights Equity Shares under applicable securities laws,
and such person is complying with laws of jurisdictions applicable to such person in connection with this Issue
and have obtained requisite approvals before applying in this Issue; or (iii) where either a registered Indian address
is not provided or our Company believes acceptance of such Application Form may infringe applicable legal or
regulatory requirements; and our Company shall not be bound to issue or allot any Rights Equity Shares in respect
of any such Application Form.
NOTICE TO INVESTORS
NO ACTION HAS BEEN TAKEN OR WILL BE TAKEN THAT WOULD PERMIT A PUBLIC OFFERING OF
THE RIGHTS ENTITLEMENTS OR RIGHTS EQUITY SHARES TO OCCUR IN ANY JURISDICTION
OTHER THAN INDIA, OR THE POSSESSION, CIRCULATION OR DISTRIBUTION OF THIS LETTER OF
OFFER OR ANY OTHER MATERIAL RELATING TO OUR COMPANY, THE RIGHTS ENTITLEMENTS OR
THE RIGHTS EQUITY SHARES IN ANY JURISDICTION WHERE ACTION FOR SUCH PURPOSE IS
REQUIRED. ACCORDINGLY, THE RIGHTS ENTITLEMENTS OR RIGHTS EQUITY SHARES MAY NOT
BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, AND NEITHER THIS LETTER OF OFFER NOR
ANY OFFERING MATERIALS OR ADVERTISEMENTS IN CONNECTION WITH THE RIGHTS
ENTITLEMENTS OR RIGHTS EQUITY SHARES MAY BE DISTRIBUTED OR PUBLISHED IN OR FROM
ANY COUNTRY OR JURISDICTION EXCEPT IN ACCORDANCE WITH THE LEGAL REQUIREMENTS
APPLICABLE IN SUCH COUNTRY OR JURISDICTION. THIS ISSUE WILL BE MADE IN COMPLIANCE
WITH THE APPLICABLE SEBI REGULATIONS. EACH PURCHASER OF THE RIGHTS ENTITLEMENTS
OR THE RIGHTS EQUITY SHARES IN THIS ISSUE WILL BE DEEMED TO HAVE MADE
ACKNOWLEDGMENTS AND AGREEMENTS AS DESCRIBED UNDER “RESTRICTIONS ON
PURCHASES AND RESALES” ON PAGE 214.
Filing
This Letter of Offer is being filed with the Designated Stock Exchange, with SEBI, and NSE, as per the provisions
of the SEBI ICDR Regulations. Further, in terms of the SEBI ICDR Regulations, our Company will
simultaneously while filing this Letter of Offer with the Designated Stock Exchange, submit a copy of this Letter
of Offer to SEBI through an online filing through the SEBI intermediary portal at https://siportal.sebi.gov.in in
terms of the circular (No. SEBI/HO/CFD/DIL1/CIR/P/2018/011) dated January 19, 2018 issued by the SEBI.
Further, in light of the SEBI notification dated March 27, 2020, our Company will submit a copy of this Letter of
Offer to the email address: [email protected].
Investor Grievances and Redressal System
Our Company has adequate arrangements for the redressal of investor complaints in compliance with the corporate
governance requirements under the Listing Agreement.
Our Company has a Stakeholders’ Relationship Committee which currently comprises Bhaskar Avula Reddy
(Chairman) and Shabbir Hakimuddin Hassanbhai, Prem Kishan Dass Gupta, and Arun Kumar Gupta (members).
The terms of reference, inter alia, include redressal of investors’/ shareholder’/ security holders’ complaints
pertaining to transfer of securities, non-receipt of annual reports, non-receipt of declared dividend, issue of
duplicate certificates, and to carry out any other function as is mandated by our Board from time to time and/or
enforced by any statutory modification, amendment or modifications as may be applicable. We have been
registered with the SEBI Complaints Redress System (SCORES) as required by the SEBI Circular no.
CIR/OIAE/2/2011 dated June 3, 2011. Consequently, investor grievances are tracked online by our Company.
The Investor complaints received by our Company are generally disposed of within five days from the date of
receipt of the complaint.
Investors may contact the Registrar or our Company Secretary and Compliance Officer for any pre Issue
or post Issue related matter. All grievances relating to the ASBA process or R-WAP process may be
addressed to the Registrar, with a copy to the SCSBs (in case of ASBA process), giving full details such as
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name, address of the Applicant, contact number(s), e mail address of the sole/ first holder, folio number or
demat account number, number of Rights Equity Shares applied for, amount blocked (in case of ASBA
process) or amount debited (in case of R-WAP process), ASBA Account number and the Designated Branch
of the SCSBs where the Application Form or the plain paper application, as the case may be, was submitted
by the Investors along with a photocopy of the acknowledgement slip (in case of ASBA process), and copy
of the e-acknowledgement (in case of R-WAP process). For details on the ASBA process and R-WAP
process, see “Terms of the Issue” on page 178. The contact details of Registrar to the Issue and our Company
Secretary and Compliance Officer and are as follows:
Registrar to the Issue
Link Intime India Private Limited
C-101, 1st Floor, 247 Park
Lal Bahadur Shastri Marg, Vikhroli (West)
Mumbai, Maharashtra - 400 083, India
Telephone: +91 (22) 4918 6173 / 6174 / 6200
E-mail id: [email protected]
Investor grievance email: [email protected]
Contact person: Sumeet Deshpande
Website: www.linkintime.co.in
SEBI registration number: INR000004058
Company Secretary and Chief Compliance Officer
Veena Nair
Sector 6, Dronagiri
Tal: Uran, Dt: Raigad
Navi Mumbai, Maharashtra – 400 707
India
Telephone: + 91 (11) 2956 1070, +91 (22) 2724 6500
E-mail: [email protected]
In accordance with SEBI Rights Issue Circulars, frequently asked questions and online/ electronic dedicated
investor helpdesk for guidance on the Application process and resolution of difficulties faced by the Investors will
be available on the website of the Registrar at www.linkintime.co.in . Further, the helpline number provided by
the Registrar for guidance on the Application process and resolution of difficulties is +91 (22) 4918 6200.
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SECTION VII: ISSUE INFORMATION
TERMS OF THE ISSUE
This section is for the information of the Investors proposing to apply in this Issue. Investors should carefully read
the provisions contained in this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the
Application Form, before submitting the Application Form. Our Company and the Lead Manager are not liable
for any amendments or modifications or changes in applicable laws or regulations, which may occur after the
date of this Letter of Offer. Investors are advised to make their independent investigation and ensure that the
Application Form is correctly filled up. Unless otherwise permitted under the SEBI ICDR Regulations read with
SEBI Rights Issue Circulars, Investors proposing to apply in this Issue can apply only through ASBA or by
mechanism as disclosed in this section.
OVERVIEW
This Issue and the Rights Equity Shares proposed to be issued on a rights basis, are subject to the terms and
conditions contained in this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter, the
Application Form, and the Memorandum of Association and the Articles of Association of our Company, the
provisions of the Companies Act, 2013, FEMA, FEMA Rules, the SEBI ICDR Regulations, the SEBI Listing
Regulations, and the guidelines, notifications and regulations issued by SEBI, the Government of India and other
statutory and regulatory authorities from time to time, approvals, if any, from the RBI or other regulatory
authorities, the terms of the Listing Agreements entered into by our Company with the Stock Exchanges and the
terms and conditions as stipulated in the Allotment advice.
Important:
1. Dispatch and availability of Issue materials:
In accordance with the SEBI ICDR Regulations, SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/78
dated May 6, 2020 and the MCA Circular, our Company will send, only through email, the Abridged
Letter of Offer, the Rights Entitlement Letter, Application Form and other issue material to the email
addresses of all the Eligible Equity Shareholders who have provided their Indian addresses to our
Company. This Letter of Offer will be provided, only through email, by the Registrar on behalf of our
Company or the Lead Manager to the Eligible Equity Shareholders who have provided their Indian
addresses to our Company and who make a request in this regard.
Investors can access this Letter of Offer, the Abridged Letter of Offer and the Application Form (provided
that the Eligible Equity Shareholder is eligible to subscribe for the Rights Equity Shares under applicable
securities laws) on the websites of:
(i) our Company at www.gateway-distriparks.com;
(ii) the Registrar at www.linkintime.co.in;
(iii) the Lead Manager, i.e., ICICI Securities Limited at www.icicisecurities.com ;
(iv) the Stock Exchanges at www.bseindia.com and www.nseindia.com; and
(v) the Registrar’s web-based application platform at www.linkintime.co.in (“R-WAP”).
Eligible Equity Shareholders can obtain the details of their respective Rights Entitlements from the
website of the Registrar (i.e., www.linkintime.co.in) by entering their DP ID and Client ID or Folio
Number (in case of Eligible Equity Shareholders holding Equity Shares in physical form) and PAN. The
link for the same shall also be available on the website of our Company (i.e., www.gateway-
distriparks.com).
Further, our Company along with the Lead Manager will undertake all adequate steps to reach out the
Eligible Equity Shareholders who have provided their Indian address through other means, as may be
feasible. In light of the current COVID-19 situation, our Company, the Lead Manager and the Registrar
will not be liable for non-dispatch of physical copies of Issue materials, including this Letter of Offer,
the Abridged Letter of Offer, the Rights Entitlement Letter and the Application Form.
Please note that neither our Company nor the Registrar nor the Lead Manager shall be responsible
for non dispatch of physical copies of issue materials, including this Letter of Offer, the Abridged
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Letter of Offer, the Rights Entitlement Letter and the Application Form or delay in the receipt of
this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or the Application
Form attributable to non-availability of the email addresses of Eligible Equity Shareholders or
electronic transmission delays or failures, or if the Application Form or the Rights Entitlement
Letters are delayed or misplaced in the transit.
2. Facilities for Application in this Issue:
In accordance with Regulation 76 of the SEBI ICDR Regulations, SEBI Rights Issue Circulars and
ASBA Circulars, all Investors desiring to make an Application in this Issue are mandatorily
required to use either the ASBA process or the optional mechanism instituted only for resident
Investors in this Issue, i.e., R-WAP. Investors should carefully read the provisions applicable to
such Applications before making their Application through ASBA or using the R-WAP. For
details, see “- Procedure for Application through the ASBA Process” and “- Procedure for
Application through the R-WAP” on page 189 and 190, respectively.
(a) ASBA facility: Investors can submit either the Application Form in physical mode to the
Designated Branch of the SCSBs or online/ electronic Application through the website of the
SCSBs (if made available by such SCSB) authorizing the SCSB to block the Application Money
in an ASBA Account maintained with the SCSB. Application through ASBA facility in
electronic mode will only be available with such SCSBs who provide such facility.
Investors should note that the ASBA process involves procedures that are different from the
procedure under the R-WAP process. Investors applying through the ASBA facility should
carefully read the provisions applicable to such Applications before making their Application
through the ASBA process. For details, see “- Procedure for Application through the ASBA
Process” on page 189.
Please note that subject to SCSBs complying with the requirements of SEBI Circular
CIR/CFD/DIL/13/2012 dated September 25, 2012, within the periods stipulated therein,
Applications may be submitted at the Designated Branches of the SCSBs.
Further, in terms of the SEBI Circular CIR/CFD/DIL/1/2013 dated January 2, 2013, it is
clarified that for making Applications by SCSBs on their own account using ASBA facility,
each such SCSB should have a separate account in its own name with any other SEBI registered
SCSB(s). Such account shall be used solely for the purpose of making an Application in this
Issue and clear demarcated funds should be available in such account for such an Application.
(b) Registrar’s Web-based Application Platform (R-WAP):
In accordance with SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 6, 2020, a separate
web based application platform, i.e., the R-WAP facility (accessible at www.linkintime.co.in), has been
instituted for making an Application in this Issue by resident Investors. Further, R-WAP is only an
additional option and not a replacement of the ASBA process. At the R-WAP, resident Investors can
access and submit the online Application Form in electronic mode using the R-WAP and make online
payment using their internet banking or UPI facility from their own bank account thereat.
PLEASE NOTE THAT ONLY RESIDENT INVESTORS CAN SUBMIT AN APPLICATION
USING THE R-WAP. R-WAP FACILITY WILL BE OPERATIONAL FROM THE ISSUE
OPENING DATE. FOR RISKS ASSOCIATED WITH THE R-WAP PROCESS, SEE “RISK
FACTORS - THE R-WAP PAYMENT MECHANISM FACILITY PROPOSED TO BE USED FOR
THIS ISSUE MAY BE EXPOSED TO RISKS, INCLUDING RISKS ASSOCIATED WITH
PAYMENT GATEWAYS” ON PAGE 40.
For guidance on the Application process through R-WAP and resolution of difficulties faced by the
Investors, the Investors are advised to carefully read the frequently asked questions, visit the online/
electronic dedicated investor helpdesk (www.linkintime.co.in) or call helpline number (+91 (22) 4918
6200). For details, see “- Procedure for Application through the R-WAP” on page 190.
In accordance with SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 6, 2020, our Company
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will make use of advertisements in television channels, radio, internet etc., including in the form of
crawlers/ tickers, to disseminate information relating to the Application process in India.
3. Credit of Rights Entitlements in demat accounts of Eligible Equity Shareholders
In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights Issue
Circular, the credit of Rights Entitlements and Allotment of Rights Equity Shares shall be made in
dematerialized form only. Prior to the Issue Opening Date, our Company shall credit the Rights
Entitlements to (i) the demat accounts of the Eligible Equity Shareholders holding the Equity Shares in
dematerialised form; and (ii) a demat suspense escrow account (namely, “LIIPL Gateway Distriparks
Ltd Rights Issue Escrow Demat Account”) opened by our Company, for the Eligible Equity Shareholders
which would comprise Rights Entitlements relating to (a) Equity Shares held in a demat suspense escrow
account pursuant to Regulation 39 of the SEBI Listing Regulations; or (b) Equity Shares held in the
account of IEPF authority, if any; or (c) the demat accounts of the Eligible Equity Shareholder which are
frozen or details of which are unavailable with our Company or with the Registrar on the Record Date;
or (d) Equity Shares held by Eligible Equity Shareholders holding Equity Shares in physical form as on
Record Date where details of demat accounts are not provided by Eligible Equity Shareholders to our
Company or Registrar; or (e) credit of the Rights Entitlements returned/reversed/failed; or (f) the
ownership of the Equity Shares currently under dispute, including any court proceedings.
Eligible Equity Shareholders are requested to provide relevant details (such as copies of self-attested
PAN and client master sheet of demat account etc., details/ records confirming the legal and beneficial
ownership of their respective Equity Shares) to our Company or the Registrar not later than two Working
Days prior to the Issue Closing Date, i.e., by Tuesday, August 11, 2020 to enable the credit of their Rights
Entitlements by way of transfer from the demat suspense escrow account to their demat account at least
one day before the Issue Closing Date, to enable such Eligible Equity Shareholders to make an
application in this Issue, and this communication shall serve as an intimation to such Eligible Equity
Shareholders in this regard. Such Eligible Equity Shareholders are also requested to ensure that their
demat account, details of which have been provided to our Company or the Registrar account is active
to facilitate the aforementioned transfer.
4. Application by Eligible Equity Shareholders holding Equity Shares in physical form:
In accordance with the SEBI Rights Issue Circulars, (a) the Eligible Equity Shareholders, who hold
Equity Shares in physical form as on Record Date; or (b) the Eligible Equity Shareholders, who hold
Equity Shares in physical form as on Record Date and who have not furnished the details of their demat
account to the Registrar or our Company at least two Working Days prior to the Issue Closing Date,
desirous of subscribing to Rights Equity Shares may also apply in this Issue during the Issue Period.
Application by such Eligible Equity Shareholders is subject to following conditions:
(i) the Eligible Equity Shareholders apply only through R-WAP;
(ii) the Eligible Equity Shareholders are residents;
(iii) the Eligible Equity Shareholders are not making payment from non-resident account;
(iv) the Eligible Equity Shareholders shall not be able to renounce their Rights Entitlements; and
(v) the Eligible Equity Shareholders shall receive Rights Equity Shares, in respect of their
Application, only in demat mode.
Accordingly, such resident Eligible Equity Shareholders are required to, within 6 (six) months from the
Allotment Date, send a communication to our Company or the Registrar containing the name(s), Indian
address, email address, contact details and the details of their demat account along with copy of self-
attested PAN and self-attested client master sheet of their demat account either by post, speed post,
courier, electronic mail or hand delivery, to enable process of credit of Rights Equity Shares in such
demat account.
Such resident Eligible Equity Shareholders must check the procedure for Application by and credit of
Rights Equity Shares in “- Procedure for Application by Eligible Equity Shareholders holding Equity
Shares in physical form” and “- Credit and Transfer of Rights Equity Shares in case of Shareholders
holding Equity Shares in Physical Form and disposal of Rights Equity Shares for non-receipt of demat
account details in a timely manner” on pages 195 and 205, respectively.
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5. Other important links and helpline:
The Investors can visit following links for the below-mentioned purposes:
• Frequently asked questions and online/ electronic dedicated investor helpdesk for guidance on
the Application process and resolution of difficulties faced by the Investors:
www.linkintime.co.in
• Updation of Indian address/ email address/ mobile number in the records maintained by the
Registrar or our Company: https://linkintime.co.in/EmailReg/Email_Register.html
• Updation of demat account details by Eligible Equity Shareholders holding shares in physical
form: www.linkintime.co.in
• Submission of self-attested PAN, client master sheet and demat account details by non-resident
Eligible Equity Shareholders: [email protected]
Renouncees
All rights and obligations of the Eligible Equity Shareholders in relation to Applications and refunds pertaining
to this Issue shall apply to the Renouncee(s) as well.
Basis for this Issue
The Rights Equity Shares are being offered for subscription for cash to the Eligible Equity Shareholders whose
names appear as beneficial owners as per the list to be furnished by the Depositories in respect of our Equity
Shares held in dematerialised form and on the register of members of our Company in respect of our Equity Shares
held in physical form at the close of business hours on the Record Date.
Rights Entitlements
As your name appears as a beneficial owner in respect of the issued and paid-up Equity Shares held in
dematerialised form or appears in the register of members of our Company as an Eligible Equity Shareholder in
respect of our Equity Shares held in physical form, as on the Record Date, you may be entitled to subscribe to the
number of Rights Equity Shares as set out in the Rights Entitlement Letter.
Eligible Equity Shareholders can also obtain the details of their respective Rights Entitlements from the website
of the Registrar (i.e., www.linkintime.co.in) by entering their DP ID and Client ID or Folio Number (in case of
Eligible Equity Shareholders holding Equity Shares in physical form) and PAN. The link for the same shall also
be available on the website of our Company (i.e., www.gateway-distriparks.com).
Rights Entitlements shall be credited to the respective demat accounts of Eligible Equity Shareholders before the
Issue Opening Date only in dematerialised form. If Eligible Equity Shareholders holding Equity Shares in physical
form as on Record Date, have not provided the details of their demat accounts to our Company or to the Registrar,
they are required to provide their demat account details to our Company or the Registrar not later than two
Working Days prior to the Issue Closing Date, to enable the credit of the Rights Entitlements by way of transfer
from the demat suspense escrow account to their respective demat accounts, at least one day before the Issue
Closing Date. Such Eligible Equity Shareholders holding shares in physical form can update the details of their
respective demat accounts on the website of the Registrar (i.e., www.linkintime.co.in). Such Eligible Equity
Shareholders can make an Application only after the Rights Entitlements is credited to their respective demat
accounts, except in case of resident Eligible Equity Shareholders holding Equity Shares in physical form as on
Record Date and applying through R-WAP (an additional optional facility).
For details of Application through R-WAP by the Eligible Equity Shareholders holding Equity Shares in physical
form as on Record Date, see “- Procedure for Application by Eligible Equity Shareholders holding Equity Shares
in physical form” and “- Credit and Transfer of Rights Equity Shares in case of Shareholders holding Equity
Shares in Physical Form and disposal of Rights Equity Shares for non-receipt of demat account details in a timely
manner” on pages 195 and 205, respectively.
Our Company is undertaking this Issue on a rights basis to the Eligible Equity Shareholders and will send
the Abridged Letter of Offer, the Rights Entitlement Letter and the Application Form only to email
addresses of Eligible Equity Shareholders (in accordance with SEBI circular bearing
SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 6, 2020) who have provided an Indian address to our
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Company. This Letter of Offer will be provided, only through email, by the Registrar on behalf of our
Company or the Lead Manager to the Eligible Equity Shareholders who have provided their Indian
addresses to our Company and who make a request in this regard. This Letter of Offer, the Abridged Letter
of Offer and the Application Form may also be accessed on the websites of the Registrar, R-WAP, our
Company and the Lead Manager through a link contained in the aforementioned email sent to email
addresses of Eligible Equity Shareholders (provided that the Eligible Equity Shareholder is eligible to
subscribe for the Rights Equity Shares under applicable securities laws) and on the Stock Exchange
websites. The distribution of this Letter of Offer, Abridged Letter of Offer, the Rights Entitlement Letter
and the issue of Rights Equity Shares on a rights basis to persons in certain jurisdictions outside India is
restricted by legal requirements prevailing in those jurisdictions. No action has been, or will be, taken to
permit this Issue in any jurisdiction where action would be required for that purpose, except that this Letter
of Offer has been filed with SEBI and the Stock Exchanges. Accordingly, the Rights Entitlements and
Rights Equity Shares may not be offered or sold, directly or indirectly, and this Letter of Offer, the
Abridged Letter of Offer, the Rights Entitlement Letter, the Application Form or any Issue related
materials or advertisements in connection with this Issue may not be distributed, in any jurisdiction, except
in accordance with legal requirements applicable in such jurisdiction. Receipt of this Letter of Offer, the
Abridged Letter of Offer, the Rights Entitlement Letter or the Application Form (including by way of
electronic means) will not constitute an offer in those jurisdictions in which it would be illegal to make such
an offer and, in those circumstances, this Letter of Offer, the Abridged Letter of Offer, the Rights
Entitlement Letter or the Application Form must be treated as sent for information only and should not be
acted upon for making an Application and should not be copied or re-distributed. Accordingly, persons
receiving a copy of this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or the
Application Form should not, in connection with the issue of the Rights Equity Shares or the Rights
Entitlements, distribute or send this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement
Letter or the Application Form in or into any jurisdiction where to do so, would, or might, contravene local
securities laws or regulations. If this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement
Letter or the Application Form is received by any person in any such jurisdiction, or by their agent or
nominee, they must not seek to make an Application or acquire the Rights Entitlements referred to in this
Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or the Application Form. Any
person who acquires Rights Entitlements or makes and Application will be deemed to have declared,
warranted and agreed, by accepting the delivery of this Letter of Offer, the Abridged Letter of Offer, the
Rights Entitlement Letter and the Application Form, that it is entitled to subscribe for the Rights Equity
Shares under the laws of any jurisdiction which apply to such person.
PRINCIPAL TERMS OF THIS ISSUE
Face Value
Each Rights Equity Share will have the face value of ₹ 10.
Issue Price
Each Rights Equity Share is being offered at a price of ₹ 72 per Rights Equity Share (including a premium of ₹
62 per Rights Equity Share) in this Issue. The Issue Price for Rights Equity Shares has been arrived at by our
Company in consultation with the Lead Manager and has been decided prior to the determination of the Record
Date.
Rights Entitlements Ratio
The Rights Equity Shares are being offered on a rights basis to the Eligible Equity Shareholders in the ratio of 4
Rights Equity Shares for every 27 fully paid up Equity Shares held by the Eligible Equity Shareholders as on the
Record Date.
Renunciation of Rights Entitlements
This Issue includes a right exercisable by Eligible Equity Shareholders to renounce the Rights Entitlements
credited to their respective demat account either in full or in part. The renunciation from non-resident Eligible
Equity Shareholder(s) to resident Indian(s) and vice versa shall be subject to provisions of FEMA Rules and other
circular, directions, or guidelines issued by RBI or the Ministry of Finance from time to time. However, the facility
of renunciation shall not be available to or operate in favour of an Eligible Equity Shareholders being an erstwhile
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OCB unless the same is in compliance with the FEMA Rules and other circular, directions, or guidelines issued
by RBI or the Ministry of Finance from time to time.
The renunciation of Rights Entitlements credited in your demat account can be made either by sale of such Rights
Entitlements, using the secondary market platform of the Stock Exchanges or through an off-market transfer. For
details, see “- Procedure for Renunciation of Rights Entitlements” on page 191.
In accordance with SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 6, 2020, the Eligible Equity
Shareholders, who hold Equity Shares in physical form as on Record Date and who have not furnished the details
of their demat account to the Registrar or our Company at least two Working Days prior to the Issue Closing Date,
will not be able to renounce their Rights Entitlements.
Credit of Rights Entitlements in dematerialised account
In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights Issue Circular, the
credit of Rights Entitlements and Allotment of Rights Equity Shares shall be made in dematerialized form only.
Prior to the Issue Opening Date, our Company shall credit the Rights Entitlements to (i) the demat accounts of the
Eligible Equity Shareholders holding the Equity Shares in dematerialised form; and (ii) a demat suspense escrow
account (namely, “LIIPL Gateway Distriparks Ltd Rights Issue Escrow Demat Account”) opened by our
Company, for the Eligible Equity Shareholders which would comprise Rights Entitlements relating to (a) Equity
Shares held in a demat suspense escrow account pursuant to Regulation 39 of the SEBI Listing Regulations; or
(b) Equity Shares held in the account of IEPF authority, if any; or (c) the demat accounts of the Eligible Equity
Shareholder which are frozen or details of which are unavailable with our Company or with the Registrar on the
Record Date; or (d) Equity Shares held by Eligible Equity Shareholders holding Equity Shares in physical form
as on Record Date where details of demat accounts are not provided by Eligible Equity Shareholders to our
Company or Registrar; or (e) credit of the Rights Entitlements returned/reversed/failed; or (f) the ownership of
the Equity Shares currently under dispute, including any court proceedings.
In this regard, our Company has made necessary arrangements with NSDL and CDSL for the crediting of the
Rights Entitlements to the demat accounts of the Eligible Equity Shareholders in a dematerialized form. A separate
ISIN for the Rights Entitlements has also been generated which is INE852F20015. The said ISIN shall remain
frozen (for debit) until the Issue Opening Date. The said ISIN shall be suspended for transfer by the Depositories
post the Issue Closing Date.
Eligible Equity Shareholders are requested to provide relevant details (such as copies of self-attested PAN and
client master sheet of demat account etc., details/ records confirming the legal and beneficial ownership of their
respective Equity Shares) to our Company or the Registrar not later than two Working Days prior to the Issue
Closing Date, i.e., by Tuesday, August 11, 2020 to enable the credit of their Rights Entitlements by way of transfer
from the demat suspense escrow account to their demat account at least one day before the Issue Closing Date, to
enable such Eligible Equity Shareholders to make an application in this Issue, and this communication shall serve
as an intimation to such Eligible Equity Shareholders in this regard. Such Eligible Equity Shareholders are also
requested to ensure that their demat account, details of which have been provided to our Company or the Registrar
account is active to facilitate the aforementioned transfer.
Additionally, our Company will submit the details of the total Rights Entitlements credited to the demat accounts
of the Eligible Equity Shareholders and the demat suspense escrow account to the Stock Exchanges after
completing the corporate action. The details of the Rights Entitlements with respect to each Eligible Equity
Shareholders can be accessed by such respective Eligible Equity Shareholders on the website of the Registrar after
keying in their respective details along with other security control measures implemented thereat.
Trading of the Rights Entitlements
In accordance with the SEBI Rights Issue Circulars, the Rights Entitlements credited shall be admitted for trading
on the Stock Exchanges under ISIN INE852F20015. Prior to the Issue Opening Date, our Company will obtain
the approval from the Stock Exchanges for trading of Rights Entitlements. Investors shall be able to trade their
Rights Entitlements either through On Market Renunciation or through Off Market Renunciation. The trades
through On Market Renunciation and Off Market Renunciation will be settled by transferring the Rights
Entitlements through the depository mechanism.
The On Market Renunciation shall take place electronically on the secondary market platform of the Stock
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Exchanges on T+2 rolling settlement basis, where T refers to the date of trading. The transactions will be settled
on trade-for-trade basis. The Rights Entitlements shall be tradable in dematerialized form only. The market lot for
trading of Rights Entitlements is 1 (one) Rights Entitlements.
The On Market Renunciation shall take place only during the Renunciation Period for On Market Renunciation,
i.e., from Thursday, July 30, 2020 to Friday, August 7, 2020 (both days inclusive). No assurance can be given
regarding the active or sustained On Market Renunciation or the price at which the Rights Entitlements will trade.
Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed
in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to
the Issue Closing Date. For details, see “- Procedure for Renunciation of Rights Entitlements – On Market
Renunciation” and “- Procedure for Renunciation of Rights Entitlements – Off Market Renunciation” on pages
191 and 192, respectively.
Please note that the Rights Entitlements which are neither renounced nor subscribed by the Investors on
or before the Issue Closing Date shall lapse and shall be extinguished after the Issue Closing Date.
Terms of Payment
Full payment of ₹ 72 per Rights Equity Share (including premium of ₹ 62 per Rights Equity Share) shall be
payable on application.
Where an Applicant has applied for additional Rights Equity Shares and is Allotted a lesser number of Rights
Equity Shares than applied for, the excess Application Money paid/blocked shall be refunded/unblocked. The un-
blocking of ASBA funds / refund of monies shall be completed be within such period as prescribed under the
SEBI ICDR Regulations. In the event that there is a delay in making refunds beyond such period as prescribed
under applicable law, our Company shall pay the requisite interest at such rate as prescribed under applicable law.
Fractional Entitlements
The Rights Equity Shares are being offered on a rights basis to existing Eligible Equity Shareholders in the ratio
of 4 Rights Equity Shares for every 27 fully paid up Equity Shares held as on the Record Date. As per SEBI Rights
Issue Circulars, the fractional entitlements are to be ignored. Accordingly, if the shareholding of any of the Eligible
Equity Shareholders is less than 27 Equity Shares or is not in the multiple of 27 Equity Shares, the fractional
entitlements of such Eligible Equity Shareholders shall be ignored by rounding down of their Rights Entitlements.
However, the Eligible Equity Shareholders whose fractional entitlements are being ignored, will be given
preferential consideration for the Allotment of one additional Rights Equity Share if they apply for additional
Rights Equity Shares over and above their Rights Entitlements, if any, subject to availability of Rights Equity
Shares in this Issue post allocation towards Rights Entitlements applied for.
For example, if an Eligible Equity Shareholder holds 27 Equity Shares, such Equity Shareholder will be entitled
to 4 Rights Equity Shares and will also be given a preferential consideration for the Allotment of one additional
Rights Equity Share if such Eligible Equity Shareholder has applied for additional Rights Equity Shares, over and
above his/her Rights Entitlements, subject to availability of Rights Equity Shares in this Issue post allocation
towards Rights Entitlements applied for.
Further, the Eligible Equity Shareholders holding less than 27 Equity Shares shall have ‘zero’ entitlement for the
Rights Equity Shares. Such Eligible Equity Shareholders are entitled to apply for additional Rights Equity Shares
and will be given preference in the Allotment of one Rights Equity Share, if such Eligible Equity Shareholders
apply for additional Rights Equity Shares, subject to availability of Rights Equity Shares in this Issue post
allocation towards Rights Entitlements applied for. However, they cannot renounce the same in favour of third
parties.
Credit Rating
As this Issue is a rights issue of Rights Equity Shares, there is no requirement of credit rating for this Issue.
Ranking
The Rights Equity Shares to be issued and Allotted pursuant to this Issue shall be subject to the provisions of this
Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter, the Application Form, and the
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Memorandum of Association and the Articles of Association, the provisions of the Companies Act, 2013, FEMA,
the SEBI ICDR Regulations, the SEBI Listing Regulations, and the guidelines, notifications and regulations issued
by SEBI, the Government of India and other statutory and regulatory authorities from time to time, the terms of
the Listing Agreements entered into by our Company with the Stock Exchanges and the terms and conditions as
stipulated in the Allotment advice. The Rights Equity Shares to be issued and Allotted under this Issue shall rank
pari passu with the existing Equity Shares, in all respects including dividends. In respect of the Rights Equity
Shares, Investors are entitled to dividend in proportion to the amount paid up and their voting rights exercisable
on a poll shall also be proportional to their respective share of the paid-up equity capital of our Company.
Listing and trading of the Rights Equity Shares to be issued pursuant to this Issue
Subject to receipt of the listing and trading approvals, the Rights Equity Shares proposed to be issued on a rights
basis shall be listed and admitted for trading on the Stock Exchanges. Unless otherwise permitted by the SEBI
ICDR Regulations, the Rights Equity Shares Allotted pursuant to this Issue will be listed as soon as practicable
and all steps for completion of necessary formalities for listing and commencement of trading in the Rights Equity
Shares will be taken within such period prescribed under the SEBI ICDR Regulations. Our Company has received
in-principle approval from the BSE through letter bearing reference number DCS/RIGHTS/PB/IP-RT/698/2020-
21 dated July 15, 2020 and from the NSE through letter bearing reference number NSE/LIST/24199 dated July
15, 2020. Our Company will apply to the Stock Exchanges for final approvals for the listing and trading of the
Rights Equity Shares subsequent to their Allotment. No assurance can be given regarding the active or sustained
trading in the Rights Equity Shares or the price at which the Rights Equity Shares offered under this Issue will
trade after the listing thereof.
The existing Equity Shares are listed and traded on BSE (Scrip Code: 532622) and NSE (Scrip Code: GDL) under
the ISIN: INE852F01015. The Rights Equity Shares shall be credited to a temporary ISIN which will be frozen
until the receipt of the final listing/ trading approvals from the Stock Exchanges. Upon receipt of such listing and
trading approvals, the Rights Equity Shares shall be debited from such temporary ISIN and credited to the new
ISIN for the Rights Equity Shares and thereafter be available for trading and the temporary ISIN shall be
permanently deactivated in the depository system of CDSL and NSDL.
The listing and trading of the Rights Equity Shares issued pursuant to this Issue shall be based on the current
regulatory framework then applicable. Accordingly, any change in the regulatory regime would affect the listing
and trading schedule.
In case our Company fails to obtain listing or trading permission from the Stock Exchanges, we shall refund
through verifiable means/unblock the respective ASBA Accounts, the entire monies received/blocked within
seven days of receipt of intimation from the Stock Exchanges, rejecting the application for listing of the Rights
Equity Shares, and if any such money is not refunded/ unblocked within eight days after our Company becomes
liable to repay it, our Company and every Director of our Company who is an officer-in-default shall, on and from
the expiry of the eighth day, be jointly and severally liable to repay that money with interest at rates prescribed
under applicable law.
Subscription to this Issue by our Promoters and our Promoter Group
For details of the intent and extent of subscription by our Promoters and the members of our Promoter Group, see
“Capital Structure – Subscription to this Issue by our Promoters and Promoter Group” on page 63.
Rights of Holders of Rights Equity Shares of our Company
Subject to applicable laws, Rights Equity Shareholders shall have the following rights:
(a) The Rights Equity Shares shall rank pari passu with the existing Equity Shares in all respects.
(b) The right to receive dividend, if declared;
(c) The right to vote in person, or by proxy, except in case of Rights Equity Shares credited to the demat
suspense escrow account for resident Eligible Equity Shareholders holding Equity Shares in physical
form;
(d) The right to receive surplus on liquidation;
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(e) The right to free transferability of Rights Equity Shares;
(f) The right to attend general meetings of our Company and exercise voting powers in accordance with law,
unless prohibited / restricted by law and as disclosed under “- Credit and Transfer of Rights Equity Shares
in case of Shareholders holding Equity Shares in Physical Form and disposal of Rights Equity Shares
for non-receipt of demat account details in a timely manner” on page 205; and
(g) Such other rights as may be available to a shareholder of a listed public company under the Companies
Act, 2013, the Memorandum of Association and the Articles of Association.
Subject to applicable law and Articles of Association, holders of Rights Equity Shares shall be entitled to
the above rights in proportion to amount paid-up on such Rights Equity Shares in this Issue.
GENERAL TERMS OF THE ISSUE
Market Lot
The Rights Equity Shares of our Company shall be tradable only in dematerialized form. The market lot for Rights
Equity Shares in dematerialised mode is one Equity Share.
Joint Holders
Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed to hold the
same as the joint holders with the benefit of survivorship subject to the provisions contained in our Articles of
Association. In case of Equity Shares held by joint holders, the Application submitted in physical mode to the
Designated Branch of the SCSBs would be required to be signed by all the joint holders (in the same order as
appearing in the records of the Depository) to be considered as valid for Allotment of Rights Equity Shares offered
in this Issue.
Nomination
Nomination facility is available in respect of the Rights Equity Shares in accordance with the provisions of the
Section 72 of the Companies Act, 2013 read with Rule 19 of the Companies (Share Capital and Debenture) Rules,
2014.
Since the Allotment is in dematerialised form, there is no need to make a separate nomination for the Rights
Equity Shares to be Allotted in this Issue. Nominations registered with the respective DPs of the Investors would
prevail. Any Investor holding Equity Shares in dematerialised form and desirous of changing the existing
nomination is requested to inform its Depository Participant.
Arrangements for Disposal of Odd Lots
The Rights Equity Shares shall be traded in dematerialised form only and, therefore, the marketable lot shall be
one Rights Equity Share and hence, no arrangements for disposal of odd lots are required.
Notices
In accordance with the SEBI ICDR Regulations, SEBI Rights Issue Circulars and MCA General Circular No.
21/2020, our Company will send, only through email, the Abridged Letter of Offer, the Rights Entitlement Letter,
Application Form and other issue material to the email addresses of all the Eligible Equity Shareholders who have
provided their Indian addresses to our Company. This Letter of Offer will be provided, only through email, by the
Registrar on behalf of our Company or the Lead Manager to the Eligible Equity Shareholders who have provided
their Indian addresses to our Company and who make a request in this regard.
All notices to the Eligible Equity Shareholders required to be given by our Company shall be published in one
English language national daily newspaper with wide circulation, one Hindi language national daily newspaper
with wide circulation and one Marathi language daily newspaper with wide circulation (Marathi being the regional
language of Mumbai, where our Registered and Corporate Office is situated).
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In accordance with SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 6, 2020, our Company will
make use of advertisements in television channels, radio, internet etc., including in the form of crawlers/ tickers,
to disseminate information relating to the Application process in India.
This Letter of Offer, the Abridged Letter of Offer and the Application Form shall also be submitted with the Stock
Exchanges for making the same available on their websites.
Offer to Non-Resident Eligible Equity Shareholders/Investors
As per Rule 7 of the FEMA Rules, the RBI has given general permission to Indian companies to issue rights equity
shares to non-resident shareholders including additional rights equity shares. Further, as per the Master Direction
on Foreign Investment in India dated January 4, 2018 issued by the RBI, non-residents may, amongst other things,
(i) subscribe for additional shares over and above their Rights Entitlements; (ii) renounce the shares offered to
them either in full or part thereof in favour of a person named by them; or (iii) apply for the shares renounced in
their favour. Applications received from NRIs and non-residents for Allotment of Rights Equity Shares shall be,
amongst other things, subject to the conditions imposed from time to time by the RBI under FEMA in the matter
of Application, refund of Application Money, Allotment of Rights Equity Shares and issue of Rights Entitlement
Letters/ letters of Allotment/Allotment advice. If a non-resident or NRI Investor has specific approval from RBI,
in connection with his shareholding in our Company, such person should enclose a copy of such approval with
the Application details and send it to the Registrar at [email protected].
The Abridged Letter of Offer, the Rights Entitlement Letter and Application Form shall be sent to the email
address of non-resident Eligible Equity Shareholders who have provided an Indian address to our Company.
Investors can access this Letter of Offer, the Abridged Letter of Offer and the Application Form (provided that
the Eligible Equity Shareholder is eligible to subscribe for the Rights Equity Shares under applicable securities
laws) from the websites of the Registrar, our Company, the Lead Manager and the Stock Exchanges. Our Board
may at its absolute discretion, agree to such terms and conditions as may be stipulated by the RBI while approving
the Allotment. The Rights Equity Shares purchased by non-residents shall be subject to the same conditions
including restrictions in regard to the repatriation as are applicable to the original Equity Shares against which
Rights Equity Shares are issued on rights basis.
In case of change of status of holders, i.e., from resident to non-resident, a new demat account must be opened.
Any Application from a demat account which does not reflect the accurate status of the Applicant is liable to be
rejected at the sole discretion of our Company and the Lead Manager.
Please note that only resident Investors can submit an Application using the R-WAP.
Please also note that pursuant to Circular No. 14 dated September 16, 2003 issued by the RBI, Overseas Corporate
Bodies (“OCBs”) have been derecognized as an eligible class of investors and the RBI has subsequently issued
the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs))
Regulations, 2003. Any Investor being an OCB is required not to be under the adverse notice of the RBI and to
obtain prior approval from RBI for applying in this Issue.
The non-resident Eligible Equity Shareholders can update their Indian address in the records maintained by the
Registrar and our Company by submitting their respective copies of self-attested proof of address, passport, etc.
PROCEDURE FOR APPLICATION
How to Apply
In accordance with Regulation 76 of the SEBI ICDR Regulations, SEBI Rights Issue Circulars and ASBA
Circulars, all Investors desiring to make an Application in this Issue are mandatorily required to use either
the ASBA process or the optional mechanism instituted only for resident Investors in this Issue, i.e., R-
WAP. Investors should carefully read the provisions applicable to such Applications before making their
Application through ASBA or using the R-WAP.
For details of procedure for application by the resident Eligible Equity Shareholders holding Equity Shares in
physical form as on the Record Date, see “- Procedure for Application by Eligible Equity Shareholders holding
Equity Shares in physical form” on page 195.
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The Lead Manager, our Company, its directors, its employees, affiliates, associates and their respective
directors and officers and the Registrar shall not take any responsibility for acts, mistakes, errors,
omissions and commissions etc. in relation to Applications accepted by SCSBs, Applications uploaded by
SCSBs, Applications accepted but not uploaded by SCSBs or Applications accepted and uploaded without
blocking funds in the ASBA Accounts.
Application Form
The Application Form for the Rights Equity Shares offered as part of this Issue would be sent to email address of
the Eligible Equity Shareholders who have provided an Indian address to our Company. The Application Form
along with the Abridged Letter of Offer and the Rights Entitlement Letter shall be sent through email at least three
days before the Issue Opening Date. In case of non-resident Eligible Equity Shareholders, the Application Form
along with the Abridged Letter of Offer and the Rights Entitlement Letter shall be sent through email to email
address if they have provided an Indian address to our Company.
Please note that neither our Company nor the Registrar nor the Lead Manager shall be responsible for
delay in the receipt of this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or
the Application Form attributable to non-availability of the email addresses of Eligible Equity Shareholders
or electronic transmission delays or failures, or if the Application Forms or the Rights Entitlement Letters
are delayed or misplaced in the transit.
To update the respective email addresses/ mobile numbers in the records maintained by the Registrar or our
Company, Eligible Equity Shareholders should visit www.linkintime.co.in. Investors can access this Letter of
Offer, the Abridged Letter of Offer and the Application Form (provided that the Eligible Equity Shareholder is
eligible to subscribe for the Rights Equity Shares under applicable securities laws) from the websites of:
(i) our Company at www.gateway-distriparks.com;
(ii) the Registrar at www.linkintime.co.in;
(iii) the Lead Manager, i.e., ICICI Securities Limited at www.icicisecurities.com ;
(iv) the Stock Exchanges at www.bseindia.com and www.nseindia.com; and
(v) the R-WAP at www.linkintime.co.in.
The Eligible Equity Shareholders can obtain the details of their respective Rights Entitlements from the website
of the Registrar (i.e., www.linkintime.co.in) by entering their DP ID and Client ID or Folio Number (in case of
resident Eligible Equity Shareholders holding Equity Shares in physical form) and PAN. The link for the same
shall also be available on the website of our Company (i.e., www.gateway-distriparks.com).
The Application Form can be used by the Investors, Eligible Equity Shareholders as well as the Renouncees, to
make Applications in this Issue basis the Rights Entitlements credited in their respective demat accounts or demat
suspense escrow account, as applicable. Please note that one single Application Form shall be used by the
Investors to make Applications for all Rights Entitlements available in a particular demat account or entire
respective portion of the Rights Entitlements in the demat suspense escrow account in case of resident Eligible
Equity Shareholders holding shares in physical form as on Record Date and applying in this Issue, as applicable.
In case of Investors who have provided details of demat account in accordance with the SEBI ICDR Regulations,
such Investors will have to apply for the Rights Equity Shares from the same demat account in which they are
holding the Rights Entitlements and in case of multiple demat accounts, the Investors are required to submit a
separate Application Form for each demat account.
Investors may accept this Issue and apply for the Rights Equity Shares (i) submitting the Application Form to the
Designated Branch of the SCSB or online/electronic Application through the website of the SCSBs (if made
available by such SCSB) for authorising such SCSB to block Application Money payable on the Application in
their respective ASBA Accounts, or (ii) filling the online Application Form available on R-WAP and make online
payment using the internet banking or UPI facility from their own bank account thereat. Please note that
Applications made with payment using third party bank accounts are liable to be rejected.
Investors are also advised to ensure that the Application Form is correctly filled up stating therein, (i)the ASBA
Account (in case of Application through ASBA process) in which an amount equivalent to the amount payable
on Application as stated in the Application Form will be blocked by the SCSB; or (ii) the requisite internet banking
or UPI details (in case of Application through R-WAP, which is available only for resident Investors).
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Please note that Applications without depository account details shall be treated as incomplete and shall be
rejected, except in case of Eligible Equity Shareholders who hold Equity Shares in physical form and are
applying in this Issue in accordance with the SEBI Rights Issue Circulars through R-WAP.
Applicants should note that they should very carefully fill-in their depository account details and PAN
number in the Application Form or while submitting application through online/electronic Application
through the website of the SCSBs (if made available by such SCSB) and R-WAP. Incorrect depository
account details or PAN number could lead to rejection of the Application. For details see “- Grounds for
Technical Rejection” on page 200. Our Company, the Lead Manager, the Registrar and the SCSB shall not
be liable for any incorrect demat details provided by the Applicants.
Additionally, in terms of Regulation 78 of the SEBI ICDR Regulations, Investors may choose to accept the offer
to participate in this Issue by making plain paper Applications. Please note that Eligible Equity Shareholders
making an application in this Issue by way of plain paper applications shall not be permitted to renounce any
portion of their Rights Entitlements. For details, see “- Application on Plain Paper under ASBA process” on page
192.
Options available to the Eligible Equity Shareholders
The Rights Entitlement Letter will clearly indicate the number of Rights Equity Shares that the Eligible Equity
Shareholder is entitled to.
If the Eligible Equity Shareholder applies in this Issue, then such Eligible Equity Shareholder can:
(i) apply for its Rights Equity Shares to the full extent of its Rights Entitlements; or
(ii) apply for its Rights Equity Shares to the extent of part of its Rights Entitlements (without renouncing the
other part); or
(iii) apply for Rights Equity Shares to the extent of part of its Rights Entitlements and renounce the other part
of its Rights Entitlements; or
(iv) apply for its Rights Equity Shares to the full extent of its Rights Entitlements and apply for additional
Rights Equity Shares; or
(v) renounce its Rights Entitlements in full.
In accordance with the SEBI Rights Issue Circulars, (a) the Eligible Equity Shareholders, who hold Equity Shares
in physical form as on Record Date; or (b) the Eligible Equity Shareholders, who hold Equity Shares in physical
form as on Record Date and who have not furnished the details of their demat account to the Registrar or our
Company at least two Working Days prior to the Issue Closing Date, desirous of subscribing to Rights Equity
Shares may also apply in this Issue during the Issue Period. Such resident Eligible Equity Shareholders must
check the procedure for Application by and credit of Rights Equity Shares in “- Procedure for Application by
Eligible Equity Shareholders holding Equity Shares in physical form” and “- Credit and Transfer of Rights Equity
Shares in case of Shareholders holding Equity Shares in Physical Form and disposal of Rights Equity Shares for
non-receipt of demat account details in a timely manner” on pages 195 and 205, respectively.
Procedure for Application through the ASBA process
Investors desiring to make an Application in this Issue through ASBA process, may submit the Application Form
to the Designated Branch of the SCSB or online/electronic Application through the website of the SCSBs (if made
available by such SCSB) for authorising such SCSB to block Application Money payable on the Application in
their respective ASBA Accounts.
Investors should ensure that they have correctly submitted the Application Form, or have otherwise provided an
authorisation to the SCSB, via the electronic mode, for blocking funds in the ASBA Account equivalent to the
Application Money mentioned in the Application Form, as the case may be, at the time of submission of the
Application.
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Self-Certified Syndicate Banks
For the list of banks which have been notified by SEBI to act as SCSBs for the ASBA process, please refer to
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34. For details on
Designated Branches of SCSBs collecting the Application Form, please refer the above-mentioned link.
Please note that subject to SCSBs complying with the requirements of SEBI Circular No.
CIR/CFD/DIL/13/2012 dated September 25, 2012 within the periods stipulated therein, ASBA Applications
may be submitted at the Designated Branches of the SCSBs, in case of Applications made through ASBA
facility.
Procedure for Application through the R-WAP
Resident Investors, making an Application through R-WAP, shall make online payment using internet
banking or UPI facility. Prior to making an Application, such Investors should enable the internet banking
or UPI facility of their respective bank accounts and such Investors should ensure that the respective bank
accounts have sufficient funds. Our Company, the Registrar and the Lead Manager shall not be responsible
if the Application is not successfully submitted or rejected during Basis of Allotment on account of failure
to be in compliance with the same. R-WAP facility will be operational from the Issue Opening Date. For
risks associated with the R-WAP process, see “Risk Factors - The R-WAP payment mechanism facility
proposed to be used for this issue may be exposed to risks, including risks associated with payment gateways”
on page 40.
Set out below is the procedure followed using the R-WAP:
(a) Resident Investors should visit R-WAP (accessible at www.linkintime.co.in) and fill the online
Application Form available on R-WAP in electronic mode. Please ensure to provide correct DP ID, Client
ID, Folio number (only for resident Eligible Equity Shareholders, who hold Equity Shares in physical
form as on Record Date), PAN details and all other details sought for while submitting the online
Application Form.
(b) Non-resident Investors are not eligible to apply in this Issue through R-WAP.
(c) The Investors should ensure that Application process is verified through the email / mobile number. Post
due verification, the Investors can obtain details of their respective Rights Entitlements and apply in this
Issue by filling-up the online Application Form which, among others, will require details of total number
of Rights Equity Shares to be applied for. Please note that the Application Money will be determined
based on number of Rights Equity Shares applied for.
(d) The Investors who are Renouncees should select the category of ‘Renouncee’ at the application page of
R-WAP and provide DP ID, Client ID, PAN and other required demographic details for validation. The
Renouncees shall also be required to provide the required Application details, such as total number of
Rights Equity Shares to be applied for.
(e) Prior to making an Application, the Investors should enable the internet banking or UPI facility of their
respective bank accounts and the Investors should ensure that the respective bank accounts have
sufficient funds. If the funds available in the bank account are less than total amount payable on
submission of online Application Form, such Application shall be rejected. Please note that R-WAP is a
non-cash mode mechanism in accordance with the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/78
dated May 6, 2020.
(f) The Investors shall make online payment using internet banking or UPI facility from their own bank
account only. Such Application Money will be adjusted for either Allotment or refund. Applications
made using payment from third party bank accounts will be rejected.
(g) Verification in respect of Application through Investors’ own bank account, shall be done through the
latest beneficial position data of our Company containing Investor’s bank account details, beneficiary
account details provided to the Depository, penny drop, cancelled cheque for joint holder verification
and such other industry accepted and tested methods for online payment.
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(h) The Application Money collected through Applications made on the R-WAP will be credited to the
Escrow Account, opened by our Company with the Escrow Collection Bank.
Acceptance of this Issue
Investors may accept this Issue and apply for the Rights Equity Shares (i) submitting the Application Form to the
Designated Branch of the SCSB or online/electronic Application through the website of the SCSBs (if made
available by such SCSB) for authorising such SCSB to block Application Money payable on the Application in
their respective ASBA Accounts, or (ii) filling the online Application Form available on R-WAP and make online
payment using their internet banking or UPI facility from their own bank account thereat.
Please note that on the Issue Closing Date, (i) Applications through ASBA process will be uploaded until 5.00
p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, and (ii) the R-WAP
facility will be available until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock
Exchanges.
Applications submitted to anyone other than the Designated Branches of the SCSB or using R-WAP are
liable to be rejected.
Investors can also make Application on plain paper under ASBA process mentioning all necessary details as
mentioned under the section “- Application on Plain Paper under ASBA process” on page 192.
Additional Rights Equity Shares
Investors are eligible to apply for additional Rights Equity Shares over and above their Rights Entitlements,
provided that they are eligible to apply for Rights Equity Shares under applicable law and they have applied for
all the Rights Equity Shares forming part of their Rights Entitlements without renouncing them in whole or in
part. Where the number of additional Rights Equity Shares applied for exceeds the number available for
Allotment, the Allotment would be made as per the Basis of Allotment finalised in consultation with the
Designated Stock Exchange. Applications for additional Rights Equity Shares shall be considered and Allotment
shall be made in accordance with the SEBI ICDR Regulations and in the manner prescribed under the section “-
Basis of Allotment” on page 203.
Eligible Equity Shareholders who renounce their Rights Entitlements cannot apply for additional Rights
Equity Shares. Non-resident Renouncees who are not Eligible Equity Shareholders cannot apply for additional
Rights Equity Shares.
Resident Eligible Equity Shareholders who hold Equity Shares in physical form as on the Record Date cannot
renounce until the details of their demat account are provided to our Company or the Registrar and the
dematerialized Rights Entitlements are transferred from suspense escrow demat account to the respective demat
accounts of such Eligible Equity Shareholders within prescribed timelines. However, such Eligible Equity
Shareholders, where the dematerialized Rights Entitlements are transferred from the suspense escrow demat
account to the respective demat accounts within prescribed timelines, can apply for additional Rights Equity
Shares while submitting the Application through ASBA process or using the R-WAP.
Procedure for Renunciation of Rights Entitlements
The Investors may renounce the Rights Entitlements, credited to their respective demat accounts, either in full or
in part (a) by using the secondary market platform of the Stock Exchanges; or (b) through an off-market transfer,
during the Renunciation Period. The Investors should have the demat Rights Entitlements credited/lying in his/her
own demat account prior to the renunciation.
Investors may be subject to adverse foreign, state or local tax or legal consequences as a result of trading in the
Rights Entitlements. Investors who intend to trade in the Rights Entitlements should consult their tax advisor or
stock broker regarding any cost, applicable taxes, charges and expenses (including brokerage) that may be levied
for trading in Rights Entitlements. The Lead Manager and our Company accept no responsibility to bear or pay
any cost, applicable taxes, charges and expenses (including brokerage), and such costs will be incurred solely by
the Investors.
(a) On Market Renunciation
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The Investors may renounce the Rights Entitlements, credited to their respective demat accounts by trading/selling
them on the secondary market platform of the Stock Exchanges through a registered stock broker in the same
manner as the existing Equity Shares of our Company.
In this regard, in terms of provisions of the SEBI ICDR Regulations and the SEBI Rights Issue Circulars, the
Rights Entitlements credited to the respective demat accounts of the Eligible Equity Shareholders shall be admitted
for trading on the Stock Exchanges under ISIN INE852F20015 subject to requisite approvals. The details for
trading in Rights Entitlements will be as specified by the Stock Exchanges from time to time.
The Rights Entitlements are tradable in dematerialized form only. The market lot for trading of Rights
Entitlements is 1 (one) Rights Entitlements.
The On Market Renunciation shall take place only during the Renunciation Period for On Market Renunciation,
i.e., from Thursday, July 30, 2020 to Friday, August 7, 2020 (both days inclusive).
The Investors holding the Rights Entitlements who desire to sell their Rights Entitlements will have to do so
through their registered stock brokers by quoting the ISIN INE852F20015 and indicating the details of the Rights
Entitlements they intend to sell. The Investors can place order for sale of Rights Entitlements only to the extent
of Rights Entitlements available in their demat account.
The On Market Renunciation shall take place electronically on secondary market platform of BSE and NSE under
automatic order matching mechanism and on ‘T+2 rolling settlement basis’, where ‘T’ refers to the date of trading.
The transactions will be settled on trade-for-trade basis. Upon execution of the order, the stock broker will issue
a contract note in accordance with the requirements of the Stock Exchanges and the SEBI.
(b) Off Market Renunciation
The Investors may renounce the Rights Entitlements, credited to their respective demat accounts by way of an
off-market transfer through a Depository Participant. The Rights Entitlements can be transferred in dematerialised
form only.
Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed
in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to
the Issue Closing Date.
The Investors holding the Rights Entitlements who desire to transfer their Rights Entitlements will have to do so
through their Depository Participant by issuing a delivery instruction slip quoting the ISIN INE852F20015, the
details of the buyer and the details of the Rights Entitlements they intend to transfer. The buyer of the Rights
Entitlements (unless already having given a standing receipt instruction) has to issue a receipt instruction slip to
their Depository Participant. The Investors can transfer Rights Entitlements only to the extent of Rights
Entitlements available in their demat account.
The instructions for transfer of Rights Entitlements can be issued during the working hours of the Depository
Participants.
The detailed rules for transfer of Rights Entitlements through off-market transfer shall be as specified by the
NSDL and CDSL from time to time.
Application on Plain Paper under ASBA process
An Eligible Equity Shareholder who is eligible to apply under the ASBA process may make an Application to
subscribe to this Issue on plain paper. An Eligible Equity Shareholder shall submit the plain paper Application to
the Designated Branch of the SCSB for authorising such SCSB to block Application Money in the said bank
account maintained with the same SCSB. Applications on plain paper will not be accepted from any address
outside India.
Please note that the Eligible Equity Shareholders who are making the Application on plain paper shall not be
entitled to renounce their Rights Entitlements and should not utilize the Application Form for any purpose
including renunciation even if it is received subsequently.
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PLEASE NOTE THAT APPLICATION ON PLAIN PAPER CANNOT BE SUBMITTED THROUGH R-
WAP.
The application on plain paper, duly signed by the Eligible Equity Shareholder including joint holders, in the same
order and as per specimen recorded with his bank, must reach the office of the Designated Branch of the SCSB
before the Issue Closing Date and should contain the following particulars:
1. Name of our Company, being Gateway Distriparks Limited;
2. Name and address of the Eligible Equity Shareholder including joint holders (in the same order and as
per specimen recorded with our Company or the Depository);
3. Registered Folio Number/DP and Client ID No.;
4. Number of Equity Shares held as on Record Date;
5. Allotment option – only dematerialised form;
6. Number of Rights Equity Shares entitled to;
7. Number of Rights Equity Shares applied for within the Rights Entitlements;
8. Number of additional Rights Equity Shares applied for, if any;
9. Total number of Rights Equity Shares applied for;
10. Total amount paid at the rate of ₹ 72 per Rights Equity Share;
11. Details of the ASBA Account such as the account number, name, address and branch of the relevant
SCSB;
12. In case of NR Eligible Equity Shareholders making an application with an Indian address, details of the
NRE/FCNR/NRO Account such as the account number, name, address and branch of the SCSB with
which the account is maintained;
13. Except for Applications on behalf of the Central or State Government, the residents of Sikkim and the
officials appointed by the courts, PAN of the Eligible Equity Shareholder and for each Eligible Equity
Shareholder in case of joint names, irrespective of the total value of the Rights Equity Shares applied for
pursuant to this Issue;
14. Authorisation to the Designated Branch of the SCSB to block an amount equivalent to the Application
Money in the ASBA Account;
15. Signature of the Eligible Equity Shareholder (in case of joint holders, to appear in the same sequence and
order as they appear in the records of the SCSB); and
16. In addition, all such Eligible Equity Shareholders are deemed to have accepted the following:
“I/ We understand that neither the Rights Entitlements nor the Rights Equity Shares have been, or will
be, registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or any United
States state securities laws, and may not be offered, sold, resold or otherwise transferred within the
United States or to the territories or possessions thereof (the “United States”), except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.
I/ we understand the Rights Equity Shares referred to in this application are being offered and sold in
offshore transactions outside the United States in compliance with Regulation S under the US Securities
Act (“Regulation S”) to existing shareholders located in jurisdictions where such offer and sale of the
Rights Equity Shares is permitted under laws of such jurisdictions. I/ we understand that the Issue is not,
and under no circumstances is to be construed as, an offering of any Rights Equity Shares or Rights
Entitlements for sale in the United States, or as a solicitation therein of an offer to buy any of the said
194
Rights Equity Shares or Rights Entitlements in the United States. I/ we confirm that I am/ we are (a) not
in the United States and eligible to subscribe for the Rights Equity Shares under applicable securities
laws, (b) complying with laws of jurisdictions applicable to such person in connection with the Issue,
and (c) understand that neither the Company, nor the Registrar, the Lead Manager or any other person
acting on behalf of the Company will accept subscriptions from any person, or the agent of any person,
who appears to be, or who the Company, the Registrar, the Lead Manager or any other person acting
on behalf of the Company have reason to believe is in the United States or is outside of India and United
States and ineligible to participate in this Issue under the securities laws of their jurisdiction.
I/ We will not offer, sell or otherwise transfer any of the Rights Equity Shares which may be acquired by
us in any jurisdiction or under any circumstances in which such offer or sale is not authorized or to any
person to whom it is unlawful to make such offer, sale or invitation. I/ We satisfy, and each account for
which I/ we are acting satisfies, (a) all suitability standards for investors in investments of the type
subscribed for herein imposed by the jurisdiction of my/our residence, and (b) is eligible to subscribe
and is subscribing for the Rights Equity Shares and Rights Entitlements in compliance with applicable
securities and other laws of our jurisdiction of residence.
I/we hereby make the representations, warranties, acknowledgments and agreements set forth in the
section of the Letter of Offer titled “Restrictions on Purchases and Resales” on page 214.
I/ We understand and agree that the Rights Entitlements and Rights Equity Shares may not be reoffered,
resold, pledged or otherwise transferred except in an offshore transaction in compliance with Regulation
S, or otherwise pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act.
I/ We acknowledge that we, the Lead Manager, its affiliates and others will rely upon the truth and
accuracy of the foregoing representations and agreements.”
In cases where multiple Application Forms are submitted for Applications pertaining to Rights Entitlements
credited to the same demat account or in demat suspense escrow account, including cases where an Investor
submits Application Forms along with a plain paper Application, such Applications shall be liable to be rejected.
Investors are requested to strictly adhere to these instructions. Failure to do so could result in an Application being
rejected, with our Company, the Lead Manager and the Registrar not having any liability to the Investor. The plain
paper Application format will be available on the website of the Registrar at www.linkintime.co.in.
Our Company, the Lead Manager and the Registrar shall not be responsible if the Applications are not uploaded
by SCSB or funds are not blocked in the Investors’ ASBA Accounts on or before the Issue Closing Date.
Mode of payment
In case of Application through ASBA facility, the Investor agrees to block the entire amount payable on
Application with the submission of the Application Form, by authorizing the SCSB to block an amount, equivalent
to the amount payable on Application, in the Investor’s ASBA Account.
After verifying that sufficient funds are available in the ASBA Account details of which are provided in the
Application Form, the SCSB shall block an amount equivalent to the Application Money mentioned in the
Application Form until the Transfer Date. On the Transfer Date, upon receipt of intimation from the Registrar, of
the receipt of minimum subscription and pursuant to the finalization of the Basis of Allotment as approved by the
Designated Stock Exchange, the SCSBs shall transfer such amount as per the Registrar’s instruction from the
ASBA Account into the Allotment Account which shall be a separate bank account maintained by our Company,
other than the bank account referred to in sub-section (3) of Section 40 of the Companies Act, 2013. The balance
amount remaining after the finalisation of the Basis of Allotment on the Transfer Date shall be unblocked by the
SCSBs on the basis of the instructions issued in this regard by the Registrar to the respective SCSB.
The Investors would be required to give instructions to the respective SCSBs to block the entire amount payable
on their Application at the time of the submission of the Application Form.
The SCSB may reject the application at the time of acceptance of Application Form if the ASBA Account, details
of which have been provided by the Investor in the Application Form does not have sufficient funds equivalent to
the amount payable on Application mentioned in the Application Form. Subsequent to the acceptance of the
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Application by the SCSB, our Company would have a right to reject the Application on technical grounds as set
forth hereinafter.
For details of mode of payment in case of Application through R-WAP, see “- Procedure for Application through
the R-WAP” on page 190.
Application by Eligible Equity Shareholders holding Equity Shares in physical form
Please note that in accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights
Issue Circulars, the credit of Rights Entitlements and Allotment of Rights Equity Shares shall be made in
dematerialised form only. Accordingly, Eligible Equity Shareholders holding Equity Shares in physical form as
on Record Date and desirous of subscribing to Rights Equity Shares in this Issue are advised to furnish the details
of their demat account to the Registrar or our Company at least two Working Days prior to the Issue Closing Date,
to enable the credit of their Rights Entitlements in their respective demat accounts at least one day before the Issue
Closing Date.
Prior to the Issue Opening Date, the Rights Entitlements of those resident Eligible Equity Shareholders, among
others, who hold Equity Shares in physical form, and whose demat account details are not available with our
Company or the Registrar, shall be credited in a demat suspense escrow account opened by our Company.
In accordance with the SEBI Rights Issue Circulars, (a) the Eligible Equity Shareholders, who hold Equity Shares
in physical form as on Record Date; or (b) the Eligible Equity Shareholders, who hold Equity Shares in physical
form as on Record Date and who have not furnished the details of their demat account to the Registrar or our
Company at least two Working Days prior to the Issue Closing Date, desirous of subscribing to Rights Equity
Shares may also apply in this Issue during the Issue Period. Such Eligible Equity Shareholders must check the
procedure for Application by and credit of Rights Equity Shares in “- Procedure for Application by Eligible Equity
Shareholders holding Equity Shares in physical form” and “- Credit and Transfer of Rights Equity Shares in case
of Shareholders holding Equity Shares in Physical Form and disposal of Rights Equity Shares for non-receipt of
demat account details in a timely manner” on pages 195 and 205, respectively.
To update respective email addresses/ mobile numbers in the records maintained by the Registrar or our Company,
Eligible Equity Shareholders should visit www.linkintime.co.in.
Procedure for Application by Eligible Equity Shareholders holding Equity Shares in physical form
Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date and who have opened
their demat accounts after the Record Date, shall adhere to following procedure for participating in this Issue:
(a) The Eligible Equity Shareholders shall send a letter to the Registrar containing the name(s), address,
email address, contact details and the details of their demat account along with copy of self-attested PAN
and self-attested client master sheet of their demat account either by email, post, speed post, courier, or
hand delivery so as to reach to the Registrar no later than two Working Days prior to the Issue Closing
Date. The Eligible Equity Shareholders are encouraged to send the details by email due to lockdown and
restrictions imposed due to current pandemic COVID-19;
(b) The Registrar shall, after verifying the details of such demat account, transfer the Rights Entitlements of
such Eligible Equity Shareholders to their demat accounts at least one day before the Issue Closing Date;
(c) The Eligible Equity Shareholders can access the Application Form from:
• R-WAP, the website of the Registrar (www.linkintime.co.in);
• our Company (www.gateway-distriparks.com);
• the Lead Manager (at www.icicisecurities.com );
• the Stock Exchanges (at www.bseindia.com and www.nseindia.com).
Eligible Equity Shareholders can obtain the details of their respective Rights Entitlements from the
website of the Registrar (i.e., www.linkintime.co.in) by entering their DP ID and Client ID or Folio
Number (in case of Eligible Equity Shareholders holding Equity Shares in physical form) and PAN. The
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link for the same shall also be available on the website of our Company (i.e., www.gateway-
distriparks.com);
(d) The Eligible Equity Shareholders shall, on or before the Issue Closing Date, (i) submit the Application
Form to the Designated Branch of the SCSB or online/electronic Application through the website of the
SCSBs (if made available by such SCSB) for authorising such SCSB to block Application Money
payable on the Application in their respective ASBA Accounts, or (ii) fill the online Application Form
available on R-WAP and make online payment using their internet banking or UPI facility from their
own bank account thereat.
Further, (a) Resident Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date;
or (b) resident Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date, and
who have not furnished the details of their demat account to the Registrar or our Company at least two Working
Days prior to the Issue Closing Date, may also apply in this Issue during the Issue Period by filling the online
Application Form available on R-WAP and make online payment using their internet banking or UPI facility from
their own bank account thereat, on or before the Issue Closing Date. Such resident Eligible Equity Shareholders
may be required to submit address, email address, contact details, copy of PAN, for verification of their
Application. Further, such resident Eligible Equity Shareholder can:
(a) apply for its Rights Equity Shares to the full extent of its Rights Entitlements;
(b) apply for its Rights Equity Shares to the extent of part of its Rights Entitlements (without renouncing the
other part); and
(c) apply for its Rights Equity Shares to the full extent of its Rights Entitlements and apply for additional
Rights Equity Shares.
PLEASE NOTE THAT NON-RESIDENT ELIGIBLE EQUITY SHAREHOLDERS, WHO HOLD
EQUITY SHARES IN PHYSICAL FORM AS ON RECORD DATE AND WHO HAVE NOT
FURNISHED THE DETAILS OF THEIR RESPECTIVE DEMAT ACCOUNTS TO THE REGISTRAR
OR OUR COMPANY AT LEAST TWO WORKING DAYS PRIOR TO THE ISSUE CLOSING DATE,
SHALL NOT BE ELIGIBLE TO MAKE AN APPLICATION FOR RIGHTS EQUITY SHARES
AGAINST THEIR RIGHTS ENTITLEMENTS WITH RESPECT TO THE EQUITY SHARES HELD IN
PHYSICAL FORM.
For details of credit of the Rights Equity Shares to such resident Eligible Equity Shareholders, see “- Credit and
Transfer of Rights Equity Shares in case of Shareholders holding Equity Shares in Physical Form and disposal of
Rights Equity Shares for non-receipt of demat account details in a timely manner” on page 205.
Allotment of the Rights Equity Shares in Dematerialized Form
PLEASE NOTE THAT THE RIGHTS EQUITY SHARES APPLIED FOR IN THIS ISSUE CAN BE
ALLOTTED ONLY IN DEMATERIALIZED FORM AND TO THE SAME DEPOSITORY ACCOUNT
IN WHICH OUR EQUITY SHARES ARE HELD BY SUCH INVESTOR ON THE RECORD DATE. FOR
DETAILS, SEE “ALLOTMENT ADVICE OR REFUND/ UNBLOCKING OF ASBA ACCOUNTS” ON
PAGE 204.
General instructions for Investors
(a) Please read this Letter of Offer carefully to understand the Application process and applicable settlement
process.
(b) In accordance with the SEBI Rights Issue Circulars, (a) the Eligible Equity Shareholders, who hold
Equity Shares in physical form as on Record Date; or (b) the Eligible Equity Shareholders, who hold
Equity Shares in physical form as on Record Date and who have not furnished the details of their demat
account to the Registrar or our Company at least two Working Days prior to the Issue Closing Date,
desirous of subscribing to Rights Equity Shares may also apply in this Issue during the Issue Period.
Such Eligible Equity Shareholders must check the procedure for Application by and credit of Rights
Equity Shares in “- Procedure for Application by Eligible Equity Shareholders holding Equity Shares in
physical form” and “- Credit and Transfer of Rights Equity Shares in case of Shareholders holding Equity
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Shares in Physical Form and disposal of Rights Equity Shares for non-receipt of demat account details
in a timely manner” on pages 195 and 205, respectively.
(c) Please read the instructions on the Application Form sent to you.
(d) The Application Form can be used by both the Eligible Equity Shareholders and the Renouncees.
(e) Application should be made only through the ASBA facility or using R-WAP.
(f) Application should be complete in all respects. The Application Form found incomplete with regard to
any of the particulars required to be given therein, and/or which are not completed in conformity with
the terms of this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the
Application Form are liable to be rejected. The Application Form must be filled in English.
(g) In case of non-receipt of Application Form, Application can be made on plain paper mentioning all
necessary details as mentioned under the section “- Application on Plain Paper under ASBA process” on
page 192.
(h) In accordance with Regulation 76 of the SEBI ICDR Regulations, SEBI Rights Issue Circulars and ASBA
Circulars, all Investors desiring to make an Application in this Issue are mandatorily required to use either
the ASBA process or the optional mechanism instituted only for resident Investors in this Issue, i.e., R-
WAP. Investors should carefully read the provisions applicable to such Applications before making their
Application through ASBA or using the R-WAP.
(i) An Investor, wishing to participate in this Issue through the ASBA facility, is required to have an ASBA
enabled bank account with an SCSB, prior to making the Application.
(j) In case of Application through R-WAP, the Investors should enable the internet banking or UPI facility
of their respective bank accounts.
(k) Applications should be (i) submitted to the Designated Branch of the SCSB or made online/electronic
through the website of the SCSBs (if made available by such SCSB) for authorising such SCSB to block
Application Money payable on the Application in their respective ASBA Accounts, or (ii) filled on the
R-WAP. Please note that on the Issue Closing Date, (i) Applications through ASBA process will be
uploaded until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock
Exchanges, and (ii) the R-WAP facility will be available until 5.00 p.m. (Indian Standard Time) or such
extended time as permitted by the Stock Exchanges.
(l) Applications should not be submitted to the Banker to the Issue or Escrow Collection Bank (assuming
that such Escrow Collection Bank is not an SCSB), our Company or the Registrar or the Lead Manager.
(m) In case of Application through ASBA facility, Investors are required to provide necessary details,
including details of the ASBA Account, authorization to the SCSB to block an amount equal to the
Application Money in the ASBA Account mentioned in the Application Form.
(n) All Applicants, and in the case of Application in joint names, each of the joint Applicants, should mention
their PAN allotted under the Income-tax Act, irrespective of the amount of the Application. Except for
Applications on behalf of the Central or the State Government, the residents of Sikkim and the officials
appointed by the courts, Applications without PAN will be considered incomplete and are liable to
be rejected. With effect from August 16, 2010, the demat accounts for Investors for which PAN
details have not been verified shall be “suspended for credit” and no Allotment and credit of Rights
Equity Shares pursuant to this Issue shall be made into the accounts of such Investors.
(o) In case of Application through ASBA facility, all payments will be made only by blocking the amount
in the ASBA Account. Furthermore, in case of Applications submitted using the R-WAP facility,
payments shall be made using internet banking or UPI facility. Cash payment or payment by cheque or
demand draft or pay order or NEFT or RTGS or through any other mode is not acceptable for application
through ASBA process. In case payment is made in contravention of this, the Application will be deemed
invalid and the Application Money will be refunded and no interest will be paid thereon.
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(p) For physical Applications through ASBA at Designated Branches of SCSB, signatures should be either
in English or Hindi or in any other language specified in the Eighth Schedule to the Constitution of India.
Signatures other than in any such language or thumb impression must be attested by a Notary Public or
a Special Executive Magistrate under his/her official seal. The Investors must sign the Application as per
the specimen signature recorded with the SCSB.
(q) In case of joint holders and physical Applications through ASBA process, all joint holders must sign the
relevant part of the Application Form in the same order and as per the specimen signature(s) recorded
with the SCSB. In case of joint Applicants, reference, if any, will be made in the first Applicant’s name
and all communication will be addressed to the first Applicant.
(r) All communication in connection with Application for the Rights Equity Shares, including any change
in address of the Eligible Equity Shareholders should be addressed to the Registrar prior to the date of
Allotment in this Issue quoting the name of the first/sole Applicant, folio numbers/DP ID and Client ID
and Application Form number, as applicable. In case of any change in address of the Eligible Equity
Shareholders, the Eligible Equity Shareholders should also send the intimation for such change to the
respective Depository Participant, or to our Company or the Registrar in case of Eligible Equity
Shareholders holding Equity Shares in physical form.
(s) Please note that subject to SCSBs complying with the requirements of SEBI Circular No.
CIR/CFD/DIL/13/2012 dated September 25, 2012 within the periods stipulated therein, Applications
made through ASBA facility may be submitted at the Designated Branches of the SCSBs. Application
through ASBA facility in electronic mode will only be available with such SCSBs who provide such
facility.
(t) In terms of the SEBI circular CIR/CFD/DIL/1/2013 dated January 2, 2013, it is clarified that for making
applications by banks on their own account using ASBA facility, SCSBs should have a separate account
in own name with any other SEBI registered SCSB(s). Such account shall be used solely for the purpose
of making application in public/ rights issues and clear demarcated funds should be available in such
account for ASBA applications.
(u) Investors are required to ensure that the number of Rights Equity Shares applied for by them do not
exceed the prescribed limits under the applicable law.
(v) An Applicant being an OCB is required not to be under the adverse notice of the RBI and must submit
approval from RBI for applying in this Issue.
Do’s:
(a) Ensure that the Application Form and necessary details are filled in.
(b) Except for Application submitted on behalf of the Central or the State Government, residents of Sikkim
and the officials appointed by the courts, each Applicant should mention their PAN allotted under the
Income-tax Act.
(c) Ensure that the demographic details such as address, PAN, DP ID, Client ID, bank account details and
occupation (“Demographic Details”) are updated, true and correct, in all respects.
(d) Investors should provide correct DP ID and client ID/ folio number while submitting the Application.
Such DP ID and Client ID/ folio number should match the demat account details in the records available
with Company and/or Registrar, failing which such Application is liable to be rejected. Investor will be
solely responsible for any error or inaccurate detail provided in the Application. Our Company, the Lead
Manager, SCSBs or the Registrar will not be liable for any such rejections.
Don’ts:
(a) Do not apply if you are ineligible to participate in this Issue under the securities laws applicable to your
jurisdiction.
(b) Do not submit the GIR number instead of the PAN as the application is liable to be rejected on this
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ground.
(c) Avoid applying on the Issue Closing Date due to risk of delay/ restrictions in making any physical
Application.
(d) Do not pay the Application Money in cash, by money order, pay order or postal order.
(e) Do not submit multiple Applications.
Do’s for Investors applying through ASBA:
(a) Ensure that the details about your Depository Participant and beneficiary account are correct and the
beneficiary account is activated as the Rights Equity Shares will be Allotted in the dematerialized form
only.
(b) Ensure that the Applications are submitted with the Designated Branch of the SCSBs and details of the
correct bank account have been provided in the Application.
(c) Ensure that there are sufficient funds (equal to {number of Rights Equity Shares (including additional
Rights Equity Shares) applied for} X {Application Money of Rights Equity Shares}) available in ASBA
Account mentioned in the Application Form before submitting the Application to the respective
Designated Branch of the SCSB.
(d) Ensure that you have authorised the SCSB for blocking funds equivalent to the total amount payable on
application mentioned in the Application Form, in the ASBA Account, of which details are provided in
the Application and have signed the same.
(e) Ensure that you have a bank account with an SCSB providing ASBA facility in your location and the
Application is made through that SCSB providing ASBA facility in such location.
(f) Ensure that you receive an acknowledgement from the Designated Branch of the SCSB for your
submission of the Application Form in physical form or plain paper Application.
(g) Ensure that the name(s) given in the Application Form is exactly the same as the name(s) in which the
beneficiary account is held with the Depository Participant. In case the Application Form is submitted in
joint names, ensure that the beneficiary account is also held in same joint names and such names are in
the same sequence in which they appear in the Application Form and the Rights Entitlement Letter.
Do’s for Investors applying through R-WAP:
(a) Ensure that the details of the correct bank account have been provided while making payment along with
submission of the Application.
(b) Ensure that there are sufficient funds (equal to {number of Rights Equity Shares (including additional
Rights Equity Shares) applied for} X {Application Money of Rights Equity Shares}) available in the
bank account through which payment is made using the R-WAP.
(c) Ensure that you make the payment towards your application through your bank account only and not use
any third party bank account for making the payment
(d) Ensure that you receive a confirmation email on successful transfer of funds.
(e) Ensure you have filled in correct details of PAN, folio number, DP ID and Client ID, as applicable, and
all such other details as may be required.
(f) Ensure that you receive an acknowledgement from the R-WAP for your submission of the Application.
Don’ts for Investors applying through ASBA:
(a) Do not submit the Application Form after you have submitted a plain paper Application to a Designated
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Branch of the SCSB or vice versa.
(b) Do not send your physical Application to the Lead Manager, the Registrar, the Escrow Collection Bank
(assuming that such Escrow Collection Bank is not an SCSB), a branch of the SCSB which is not a
Designated Branch of the SCSB or our Company; instead submit the same to a Designated Branch of the
SCSB only.
(c) Do not instruct the SCSBs to unblock the funds blocked under the ASBA process.
Don’ts for Investors applying through R-WAP:
(a) Do not apply from bank account of third parties.
(b) Do not apply if you are a non-resident Investor.
(c) Do not apply from non-resident account.
Grounds for Technical Rejection
Applications made in this Issue are liable to be rejected on the following grounds:
(a) DP ID and Client ID mentioned in Application not matching with the DP ID and Client ID records
available with the Registrar.
(b) Sending an Application to the Lead Manager, Registrar, Escrow Collection Banks (assuming that such
Escrow Collection Bank is not a SCSB), to a branch of a SCSB which is not a Designated Branch of the
SCSB or our Company.
(c) Insufficient funds are available in the ASBA Account with the SCSB for blocking the Application
Money.
(d) Funds in the ASBA Account whose details are mentioned in the Application Form having been frozen
pursuant to regulatory orders.
(e) Account holder not signing the Application or declaration mentioned therein.
(f) Submission of more than one application Form for Rights Entitlements available in a particular demat
account.
(g) Multiple Application Forms, including cases where an Investor submits Application Forms along with a
plain paper Application.
(h) Submitting the GIR number instead of the PAN (except for Applications on behalf of the Central or State
Government, the residents of Sikkim and the officials appointed by the courts).
(i) Applications by persons not competent to contract under the Indian Contract Act, 1872, except
Applications by minors having valid demat accounts as per the demographic details provided by the
Depositories.
(j) Applications by SCSB on own account, other than through an ASBA Account in its own name with any
other SCSB.
(k) Application Forms which are not submitted by the Investors within the time periods prescribed in the
Application Form and this Letter of Offer.
(l) Physical Application Forms not duly signed by the sole or joint Investors.
(m) Application Forms accompanied by stock invest, outstation cheques, post-dated cheques, money order,
postal order or outstation demand drafts.
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(n) If an Investor is (a) debarred by SEBI; or (b) if SEBI has revoked the order or has provided any interim
relief then failure to attach a copy of such SEBI order allowing the Investor to subscribe to their Rights
Entitlements.
(o) Applications which have evidence of being executed or made in contravention of applicable securities
laws.
Applications under the R-WAP process are liable to be rejected on the following grounds (in addition to above
applicable grounds):
(a) Applications by non-resident Investors.
(b) Payment from third party bank accounts.
Depository account and bank details for Investors holding Equity Shares in demat accounts and applying
in this Issue
IT IS MANDATORY FOR ALL THE INVESTORS APPLYING UNDER THIS ISSUE TO APPLY
THROUGH THE ASBA PROCESS OR THROUGH THE R-WAP PROCESS (AVAILABLE ONLY FOR
RESIDENT INVESTORS), TO RECEIVE THEIR RIGHTS EQUITY SHARES IN DEMATERIALISED
FORM AND TO THE SAME DEPOSITORY ACCOUNT/ CORRESPONDING PAN IN WHICH THE
EQUITY SHARES ARE HELD BY THE INVESTOR AS ON THE RECORD DATE. ALL INVESTORS
APPLYING UNDER THIS ISSUE SHOULD MENTION THEIR DEPOSITORY PARTICIPANT’S
NAME, DP ID AND BENEFICIARY ACCOUNT NUMBER/ FOLIO NUMBER IN THE APPLICATION
FORM. INVESTORS MUST ENSURE THAT THE NAME GIVEN IN THE APPLICATION FORM IS
EXACTLY THE SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD. IN
CASE THE APPLICATION FORM IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED
THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN
THE SAME SEQUENCE IN WHICH THEY APPEAR IN THE APPLICATION FORM OR PLAIN
PAPER APPLICATIONS, AS THE CASE MAY BE.
Investors applying under this Issue should note that on the basis of name of the Investors, Depository
Participant’s name and identification number and beneficiary account number provided by them in the
Application Form or the plain paper Applications, as the case may be, the Registrar will obtain
Demographic Details from the Depository. Hence, Investors applying under this Issue should carefully fill
in their Depository Account details in the Application.
These Demographic Details would be used for all correspondence with such Investors including mailing of the
letters intimating unblocking of bank account of the respective Investor and/or refund. The Demographic Details
given by the Investors in the Application Form would not be used for any other purposes by the Registrar. Hence,
Investors are advised to update their Demographic Details as provided to their Depository Participants.
By signing the Application Forms, the Investors would be deemed to have authorised the Depositories to provide,
upon request, to the Registrar, the required Demographic Details as available on its records.
The Allotment advice and the email intimating unblocking of ASBA Account or refund (if any) would be
emailed to the address of the Investor as per the email address provided to our Company or the Registrar
or Demographic Details received from the Depositories. The Registrar will give instructions to the SCSBs
for unblocking funds in the ASBA Account to the extent Rights Equity Shares are not Allotted to such
Investor. Please note that any such delay shall be at the sole risk of the Investors and none of our Company,
the SCSBs, Registrar or the Lead Manager shall be liable to compensate the Investor for any losses caused
due to any such delay or be liable to pay any interest for such delay.
In case no corresponding record is available with the Depositories that match three parameters, (a) names of the
Investors (including the order of names of joint holders), (b) the DP ID, and (c) the beneficiary account number,
then such Application Forms s are liable to be rejected.
Modes of Payment
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All payments against the Application Forms shall be made only through ASBA facility or internet banking or UPI
facility if applying through R-WAP. The Registrar will not accept any payments against the Application Forms,
if such payments are not made through ASBA facility or internet banking or UPI facility if applying through R-
WAP.
Mode of payment for Resident Investors
All payments on the Application Forms shall be made only through ASBA facility or internet banking or UPI
facility if applying through R-WAP. Applicants are requested to strictly adhere to these instructions.
As regards the Application by non-resident Investors, the following conditions shall apply:
1. Individual non-resident Indian Applicants who are permitted to subscribe to Rights Equity Shares by
applicable local securities laws can obtain Application Forms on the websites of the Registrar, our
Company and the Lead Manager.
Note: In case of non-resident Eligible Equity Shareholders, the Abridged Letter of Offer, the Rights
Entitlement Letter and the Application Form shall be sent to their email addresses if they have provided
their Indian address to our Company . This Letter of Offer will be provided, only through email, by the
Registrar on behalf of our Company or the Lead Manager to the Eligible Equity Shareholders who have
provided their Indian addresses to our Company and who make a request in this regard.
2. Application Forms will not be accepted from non-resident Investors in any jurisdiction where the offer
or sale of the Rights Entitlements and Rights Equity Shares may be restricted by applicable securities
laws.
3. Payment by non-residents must be made only through ASBA facility and using permissible accounts in
accordance with FEMA, FEMA Rules and requirements prescribed by the RBI.
Notes:
1. In case where repatriation benefit is available, interest, dividend, sales proceeds derived from the
investment in Rights Equity Shares can be remitted outside India, subject to tax, as applicable according
to the Income-tax Act.
2. In case Rights Equity Shares are Allotted on a non-repatriation basis, the dividend and sale proceeds of
the Rights Equity Shares cannot be remitted outside India.
3. In case of an Application Form received from non-residents, Allotment, refunds and other distribution,
if any, will be made in accordance with the guidelines and rules prescribed by the RBI as applicable at
the time of making such Allotment, remittance and subject to necessary approvals.
4. Application Forms received from non-residents/ NRIs, or persons of Indian origin residing abroad for
Allotment of Rights Equity Shares shall, amongst other things, be subject to conditions, as may be
imposed from time to time by RBI under FEMA, in respect of matters including Refund of Application
Money and Allotment.
5. In the case of NRIs who remit their Application Money from funds held in FCNR/NRE Accounts, refunds
and other disbursements, if any shall be credited to such account.
6. Non-resident Renouncees who are not Eligible Equity Shareholders must submit regulatory approval for
applying for additional Rights Equity Shares.
Multiple Applications
In case where multiple Applications are made using same demat account, such Applications shall be liable to be
rejected. A separate Application can be made in respect of Rights Entitlements in each demat account of the
Investors and such Applications shall not be treated as multiple applications. Similarly, a separate Application can
be made against Equity Shares held in dematerialized form and Equity Shares held in physical form, and such
Applications shall not be treated as multiple applications. A separate Application can be made in respect of each
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scheme of a Mutual Fund registered with SEBI and such Applications shall not be treated as multiple applications.
For details, see “- Procedure for Applications by Mutual Funds” on page 210.
In cases where multiple Application Forms are submitted, including cases where an Investor submits Application
Forms along with a plain paper Application or multiple plain paper Applications, such Applications shall be
treated as multiple applications and are liable to be rejected, other than multiple applications submitted by any of
our Promoters or members of the Promoter Group to meet the minimum subscription requirements applicable to
this Issue as described in “Capital Structure - Subscription to this Issue by our Promoters and Promoter Group”
on page 63.
Last date for Application
The last date for submission of the duly filled in the Application Form or a plain paper Application is Thursday,
August 13, 2020, i.e., Issue Closing Date. Our Board or any committee thereof may extend the said date for such
period as it may determine from time to time, subject to the Issue Period not exceeding 30 days from the Issue
Opening Date (inclusive of the Issue Opening Date).
If the Application Form is not submitted with an SCSB, uploaded with the Stock Exchanges and the Application
Money is not blocked with the SCSB or if the Application Form is not accepted at the R-WAP, on or before the
Issue Closing Date or such date as may be extended by our Board or any committee thereof, the invitation to offer
contained in this Letter of Offer shall be deemed to have been declined and our Board or any committee thereof
shall be at liberty to dispose of the Rights Equity Shares hereby offered, as provided under the section, “- Basis of
Allotment” on page 203.
Please note that on the Issue Closing Date, (i) Applications through ASBA process will be uploaded until 5.00
p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, and (ii) the R-WAP
facility will be available until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock
Exchanges.
Withdrawal of Application
An Investor who has applied in this Issue may withdraw their Application at any time during Issue Period by
approaching the SCSB where application is submitted or sending the email withdrawal request to
[email protected] in case of Application through R-WAP facility. However, no Investor, whether
applying through ASBA facility or R-WAP facility, may withdraw their Application post the Issue Closing Date.
Issue Schedule
ISSUE OPENING DATE Thursday, July 30, 2020
LAST DATE FOR ON MARKET RENUNCIATION* Friday, August 7, 2020
ISSUE CLOSING DATE Thursday, August 13, 2020
FINALISATION OF BASIS OF ALLOTMENT (ON OR ABOUT) Thursday, August 20, 2020
DATE OF ALLOTMENT (ON OR ABOUT) Friday, August 21, 2020
DATE OF CREDIT (ON OR ABOUT) Monday, August 24, 2020
DATE OF LISTING (ON OR ABOUT) Tuesday, August 25, 2020 * Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the
Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing Date.
Please note that if Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date, have
not provided the details of their demat accounts to our Company or to the Registrar, they are required to provide
their demat account details to our Company or the Registrar not later than two Working Days prior to the Issue
Closing Date, i.e., Tuesday, August 11, 2020, to enable the credit of the Rights Entitlements by way of transfer
from the demat suspense escrow account to their respective demat accounts, at least one day before the Issue
Closing Date.
For details, see “General Information - Issue Schedule” on page 52.
Our Board may however decide to extend the Issue Period as it may determine from time to time but not exceeding
30 days from the Issue Opening Date (inclusive of the Issue Opening Date).
Basis of Allotment
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Subject to the provisions contained in this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement
Letter, the Application Form, the Articles of Association and the approval of the Designated Stock Exchange, our
Board will proceed to Allot the Rights Equity Shares in the following order of priority:
(a) Full Allotment to those Eligible Equity Shareholders who have applied for their Rights Entitlements of
Rights Equity Shares either in full or in part and also to the Renouncee(s) who has or have applied for
Rights Equity Shares renounced in their favour, in full or in part.
(b) Eligible Equity Shareholders whose fractional entitlements are being ignored and Eligible Equity
Shareholders with zero entitlement, would be given preference in Allotment of one additional Rights
Equity Share each if they apply for additional Rights Equity Shares. Allotment under this head shall be
considered if there are any unsubscribed Rights Equity Shares after Allotment under (a) above. If number
of Rights Equity Shares required for Allotment under this head are more than the number of Rights Equity
Shares available after Allotment under (a) above, the Allotment would be made on a fair and equitable
basis in consultation with the Designated Stock Exchange and will not be a preferential allotment.
(c) Allotment to the Eligible Equity Shareholders who having applied for all the Rights Equity Shares offered
to them as part of this Issue, have also applied for additional Rights Equity Shares. The Allotment of
such additional Rights Equity Shares will be made as far as possible on an equitable basis having due
regard to the number of Equity Shares held by them on the Record Date, provided there are any
unsubscribed Rights Equity Shares after making full Allotment in (a) and (b) above. The Allotment of
such Rights Equity Shares will be at the sole discretion of our Board in consultation with the Designated
Stock Exchange, as a part of this Issue and will not be a preferential allotment.
(d) Allotment to Renouncees who having applied for all the Rights Equity Shares renounced in their favour,
have applied for additional Rights Equity Shares provided there is surplus available after making full
Allotment under (a), (b) and (c) above. The Allotment of such Rights Equity Shares will be made on a
proportionate basis in consultation with the Designated Stock Exchange, as a part of this Issue and will
not be a preferential allotment.
(e) Allotment to any other person, that our Board may deem fit, provided there is surplus available after
making Allotment under (a), (b), (c) and (d) above, and the decision of our Board in this regard shall be
final and binding.
After taking into account Allotment to be made under (a) to (d) above, if there is any unsubscribed portion, the
same shall be deemed to be ‘unsubscribed’.
Upon approval of the Basis of Allotment by the Designated Stock Exchange, the Registrar shall send to the
Controlling Branches, a list of the Investors who have been allocated Rights Equity Shares in this Issue, along
with:
1. The amount to be transferred from the ASBA Account to the separate bank account opened by our
Company for this Issue, for each successful Application;
2. The date by which the funds referred to above, shall be transferred to the aforesaid bank account; and
3. The details of rejected ASBA applications, if any, to enable the SCSBs to unblock the respective ASBA
Accounts.
For Applications through R-WAP, instruction will be sent to Escrow Collection Bank with list of Allottees and
corresponding amount to be transferred to the Allotment Account. Further, the list of Applicants eligible for refund
with corresponding amount will also be shared with Escrow Collection Bank to refund such Applicants.
Allotment Advice or Refund/ Unblocking of ASBA Accounts
Our Company will email Allotment advice, refund intimations (including in respect of Applications made through
R-WAP facility) or demat credit of securities and/or letters of regret, along with crediting the Allotted Rights
Equity Shares to the respective beneficiary accounts (only in dematerialised mode) or in a demat suspense escrow
account (in respect of Eligible Equity Shareholders holding Equity Shares in physical form on the Allotment Date)
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or unblocking the funds in the respective ASBA Accounts, if any, within a period of 15 days from the Issue
Closing Date. In case of failure to do so, our Company shall pay interest at 15% p.a. and such other rate as specified
under applicable law from the expiry of such 15 days’ period.
In case of Applications through R-WAP, refunds, if any, will be made to the same bank account from which
Application Money was received. Therefore, the Investors should ensure that such bank accounts remain valid
and active.
The Rights Entitlements will be credited in the dematerialized form using electronic credit under the depository
system and the Allotment advice shall be sent, through email, to the email address provided to our Company or at
the address recorded with the Depository.
In the case of non-resident Investors who remit their Application Money from funds held in the NRE or the FCNR
Accounts, refunds and/or payment of interest or dividend and other disbursements, if any, shall be credited to such
accounts.
Credit and Transfer of Rights Equity Shares in case of Shareholders holding Equity Shares in Physical
Form and disposal of Rights Equity Shares for non-receipt of demat account details in a timely manner
In case of Allotment to resident Eligible Equity Shareholders who hold Equity Shares in physical form as on
Record Date, have paid the Application Money and have not provided the details of their demat account to the
Registrar or our Company at least two Working Days prior to the Issue Closing Date, the following procedure
shall be adhered to:
(a) the Registrar shall send Allotment advice and credit the Rights Equity Shares to a demat suspense escrow
account to be opened by our Company;
(b) within 6 (six) months from the Allotment Date, such Eligible Equity Shareholders shall be required to
send a communication to our Company or the Registrar containing the name(s), Indian address, email
address, contact details and the details of their demat account along with copy of self-attested PAN and
self-attested client master sheet of their demat account either by post, speed post, courier, electronic mail
or hand delivery;
(c) Our Company (with the assistance of the Registrar) shall, after verification of the details of such demat
account by the Registrar, transfer the Rights Equity Shares from the demat suspense escrow account to
the demat accounts of such Eligible Equity Shareholders;
(d) In case of non-receipt of details of demat account as per (b) above, our Company shall conduct a sale of
such Rights Equity Shares lying in the demat suspense escrow account on the floor of the Stock
Exchanges at the prevailing market price and remit the proceeds of such sale (net of brokerage, applicable
taxes and administrative and incidental charges) to the bank account mentioned by the resident Eligible
Equity Shareholders in their respective Application Forms and from which the payment for Application
Money was made. In case such bank accounts cannot be identified due to any reason or bounce back
from such account, our Company may use payment mechanisms such as cheques, demand drafts, etc. to
such Eligible Equity Shareholders to remit such proceeds.
Such Rights Equity Shares may be sold over such period of time as may be required, depending on
liquidity and other market conditions on the floor of the Stock Exchanges after the expiry of the period
mentioned under (b) above. Therefore, such proceeds (net of brokerage, applicable taxes and
administrative and incidental charges) by way of sale of such Rights Equity Shares may be higher or
lower than the Application Money paid by such Eligible Equity Shareholders;
(e) Our Company shall send reminder notices seeking the requisite details of demat account prior to expiry
of time period under (b) above, in due course, to such resident Eligible Equity Shareholders who have
not provided the requisite details. After expiry of time period under (b) above, our Company or the
Registrar shall not accept any requests by such Eligible Equity Shareholders for updation of details of
demat account under any circumstances, including in case of failure to sell such Rights Equity Shares;
(f) After the consummation of the sale of Rights Equity Shares on the floor of the Stock Exchanges, our
Company shall send an intimation to the respective Eligible Equity Shareholders, giving details of such
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sale, including the sale price and break-up of net brokerage, taxes and administrative and incidental
charges; and
(g) If at the time of transfer of sale proceeds for default cases, the bank account from which Application
Money was received is closed or non-operational, such sale proceeds will be transferred to IEPF in
accordance with practice on Equity Shares and as per applicable law.
(h) In case the details of demat account provided by the Eligible Equity Shareholders are not of his/ her own
demat account, the Rights Equity Shares shall be subject to sale process specified under (d) above.
Notes:
1. Our Company will open a separate demat suspense escrow account to credit the Rights Equity Shares in
respect of such Eligible Equity Shareholders who hold Equity Shares in physical form as on Record Date
and have not provided details of their demat accounts to our Company or the Registrar, at least two
Working Days prior to the Issue Closing Date. Our Company, with the assistance of the Registrar, will
initiate transfer of such Rights Equity Shares from the demat suspense escrow account to the demat
account of such Eligible Equity Shareholders, upon receipt of details of demat accounts from the Eligible
Equity Shareholders.
2. The Eligible Equity Shareholders cannot trade in such Rights Equity Shares until the receipt of demat
account details and transfer to such Eligible Equity Shareholders’ respective account.
3. There will be no voting rights against such Rights Equity Shares kept in the demat suspense escrow
account. However, the respective Eligible Equity Shareholders will be eligible to receive dividends, if
declared, in respect of such Rights Equity Shares in proportion to amount paid-up on the Rights Equity
Shares, as permitted under applicable laws.
4. Investors may be subject to adverse foreign, state or local tax or legal consequences as a result of buying
or selling of Rights Equity Shares or Rights Entitlements. The Eligible Equity Shareholders should obtain
their own independent tax and legal advice and may not rely on our Company or any of their affiliates
including any of their respective shareholders, directors, officers, employees, counsels, representatives,
agents or affiliates when evaluating the tax consequences in relation to the Rights Equity Shares
(including but not limited to any applicable short-term capital gains tax, or any other applicable taxes or
charges in case of any gains made by such Eligible Equity Shareholders from the sale of such Rights
Equity Shares).
5. The Lead Manager, our Company, its directors, its employees, affiliates, associates and their
respective directors and officers and the Registrar shall not be liable in any manner and not be
responsible for acts, mistakes, errors, omissions and commissions, etc., in relation to any delay in
furnishing details of demat account by such Eligible Equity Shareholders, any resultant loss to the
Eligible Equity Shareholders due to sale of the Rights Equity Shares, if such details are not correct,
demat account is frozen or not active or in case of non-availability of details of bank account of
such Eligible Equity Shareholders, profit or loss to such Eligible Equity Shareholders due to
aforesaid process, tax deductions or other costs charged by our Company, or on account of
aforesaid process in any manner.
Payment of Refund
Mode of making refunds
The payment of refund, if any, including in the event of oversubscription or failure to list or otherwise would be
done through any of the following modes. Please note that payment of refund in case of Applications made through
R-WAP, shall be through modes under (b) to (g) below.
(a) Unblocking amounts blocked using ASBA facility.
(b) NACH – National Automated Clearing House is a consolidated system of electronic clearing service.
Payment of refund would be done through NACH for Applicants having an account at one of the centres
specified by the RBI, where such facility has been made available. This would be subject to availability
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of complete bank account details including MICR code wherever applicable from the Depository. The
payment of refund through NACH is mandatory for Applicants having a bank account at any of the
centres where NACH facility has been made available by the RBI (subject to availability of all
information for crediting the refund through NACH including the MICR code as appearing on a cheque
leaf, from the depositories), except where Applicant is otherwise disclosed as eligible to get refunds
through NEFT or Direct Credit or RTGS.
(c) National Electronic Fund Transfer (“NEFT”) – Payment of refund shall be undertaken through NEFT
wherever the Investors’ bank has been assigned the Indian Financial System Code (“IFSC Code”), which
can be linked to a MICR, allotted to that particular bank branch. IFSC Code will be obtained from the
website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR
numbers. Wherever the Investors have registered their nine digit MICR number and their bank account
number with the Registrar to our Company or with the Depository Participant while opening and
operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank
branch and the payment of refund will be made to the Investors through this method.
(d) Direct Credit – Investors having bank accounts with the Banker to the Issue shall be eligible to receive
refunds through direct credit. Charges, if any, levied by the relevant bank(s) for the same would be borne
by our Company.
(e) RTGS – If the refund amount exceeds ₹ 2,00,000, the Investors have the option to receive refund through
RTGS. Such eligible Investors who indicate their preference to receive refund through RTGS are required
to provide the IFSC Code in the Application Form. In the event the same is not provided, refund shall be
made through NACH or any other eligible mode. Charges, if any, levied by the refund bank(s) for the
same would be borne by our Company. Charges, if any, levied by the Investor’s bank receiving the credit
would be borne by the Investor.
(f) For all other Investors, the refund orders will be dispatched through speed post or registered post subject
to applicable laws. Such refunds will be made by cheques, pay orders or demand drafts drawn in favor
of the sole/first Investor and payable at par.
(g) Credit of refunds to Investors in any other electronic manner, permissible by SEBI from time to time.
In case of Application through R-WAP, refunds, if any, will be made to the same bank account from which
Application Money was received. Therefore, the Investors should ensure that such bank accounts remain
valid and active.
Refund payment to non-residents
The Application Money will be unblocked in the ASBA Account of the non-resident Applicants, details of which
were provided in the Application Form.
Allotment Advice or Demat Credit of Securities
The demat credit of securities to the respective beneficiary accounts or the demat suspense escrow account
(pending receipt of demat account details for Eligible Equity Shareholders holding Equity Shares in physical form/
with IEPF authority/ in suspense, etc.) will be credited within 15 days from the Issue Closing Date or such other
timeline in accordance with applicable laws.
Receipt of the Rights Equity Shares in Dematerialized Form
PLEASE NOTE THAT THE RIGHTS EQUITY SHARES APPLIED FOR UNDER THIS ISSUE CAN BE
ALLOTTED ONLY IN DEMATERIALIZED FORM AND TO (A) THE SAME DEPOSITORY
ACCOUNT/ CORRESPONDING PAN IN WHICH THE EQUITY SHARES ARE HELD BY SUCH
INVESTOR ON THE RECORD DATE, OR (B) THE DEPOSITORY ACCOUNT, DETAILS OF WHICH
HAVE BEEN PROVIDED TO OUR COMPANY OR THE REGISTRAR AT LEAST TWO WORKING
DAYS PRIOR TO THE ISSUE CLOSING DATE BY THE ELIGIBLE EQUITY SHAREHOLDER
HOLDING EQUITY SHARES IN PHYSICAL FORM AS ON THE RECORD DATE, OR (C) DEMAT
SUSPENSE ESCROW ACCOUNT PENDING RECEIPT OF DEMAT ACCOUNT DETAILS FOR
RESIDENT ELIGIBLE EQUITY SHAREHOLDERS HOLDING EQUITY SHARES IN PHYSICAL
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FORM/ WHERE THE CREDIT OF THE RIGHTS ENTITLEMENTS
RETURNED/REVERSED/FAILED.
Investors shall be Allotted the Rights Equity Shares in dematerialized (electronic) form. Our Company has signed
an agreement dated September 8, 2004 with NSDL and an agreement dated August 18, 2004 with CDSL which
enables the Investors to hold and trade in the securities issued by our Company in a dematerialized form, instead
of holding the Equity Shares in the form of physical certificates.
INVESTORS MAY PLEASE NOTE THAT THE EQUITY SHARES CAN BE TRADED ON THE STOCK
EXCHANGES ONLY IN DEMATERIALIZED FORM.
The procedure for availing the facility for Allotment of Rights Equity Shares in this Issue in the dematerialised
form is as under:
1. Open a beneficiary account with any Depository Participant (care should be taken that the beneficiary
account should carry the name of the holder in the same manner as is registered in the records of our
Company. In the case of joint holding, the beneficiary account should be opened carrying the names of
the holders in the same order as registered in the records of our Company). In case of Investors having
various folios in our Company with different joint holders, the Investors will have to open separate
accounts for such holdings. Those Investors who have already opened such beneficiary account(s) need
not adhere to this step.
2. It should be ensured that the depository account is in the name(s) of the Investors and the names are in
the same order as in the records of our Company or the Depositories.
3. The responsibility for correctness of information filled in the Application Form vis-a-vis such
information with the Investor’s Depository Participant, would rest with the Investor. Investors should
ensure that the names of the Investors and the order in which they appear in Application Form should be
the same as registered with the Investor’s Depository Participant.
4. If incomplete or incorrect beneficiary account details are given in the Application Form, the Investor will
not get any Rights Equity Shares and the Application Form will be rejected.
5. The Rights Equity Shares will be Allotted to Applicants only in dematerialized form and would be
directly credited to the beneficiary account as given in the Application Form after verification or demat
suspense escrow account (pending receipt of demat account details for resident Eligible Equity
Shareholders holding Equity Shares in physical form/ with IEPF authority/ in suspense, etc.). Allotment
advice, refund order (if any) would be sent directly to the Applicant by email and, if the printing is
feasible, through physical dispatch, by the Registrar but the Applicant’s Depository Participant will
provide to him the confirmation of the credit of such Rights Equity Shares to the Applicant’s depository
account.
6. Non-transferable Allotment advice/ refund intimation will be directly sent to the Investors by the
Registrar, by email and, if the printing is feasible, through physical dispatch.
7. Renouncees will also have to provide the necessary details about their beneficiary account for Allotment
of Rights Equity Shares in this Issue. In case these details are incomplete or incorrect, the Application is
liable to be rejected.
Resident Eligible Equity Shareholders, who hold Equity Shares in physical form and who have not
furnished the details of their demat account to the Registrar or our Company at least two Working Days
prior to the Issue Closing Date, desirous of subscribing to Rights Equity Shares in this Issue must check
the procedure for application by and credit of Rights Equity Shares to such Eligible Equity Shareholders
in “- Procedure for Application by Eligible Equity Shareholders holding Equity Shares in physical form” and
“- Credit and Transfer of Rights Equity Shares in case of Shareholders holding Equity Shares in Physical
Form” on pages 195 and 205, respectively.
Procedure for Applications by FPIs
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In terms of applicable FEMA Rules and the SEBI FPI Regulations, investments by FPIs in the Equity Shares is
subject to certain limits, i.e., the individual holding of an FPI (including its investor group (which means multiple
entities registered as foreign portfolio investors and directly and indirectly having common ownership of more
than 50% of common control)) shall be below 10% of our post-Issue Equity Share capital. In case the total holding
of an FPI or investor group increases beyond 10% of the total paid-up Equity Share capital of our Company, on a
fully diluted basis or 10% or more of the paid-up value of any series of debentures or preference shares or share
warrants that may be issued by our Company, the total investment made by the FPI or investor group will be re-
classified as FDI subject to the conditions as specified by SEBI and the RBI in this regard and our Company and
the investor will also be required to comply with applicable reporting requirements. Further, the aggregate limit
of all FPIs investments, with effect from April 1, 2020, is up to the sectoral cap applicable to the sector in which
our Company operates (i.e., 100%).
FPIs are permitted to participate in this Issue subject to compliance with conditions and restrictions which may
be specified by the Government from time to time. The FPIs who wish to participate in the Issue are advised to
use the Application Form for non-residents. Subject to compliance with all applicable Indian laws, rules,
regulations, guidelines and approvals in terms of Regulation 21 of the SEBI FPI Regulations, an FPI may issue,
subscribe to or otherwise deal in offshore derivative instruments (as defined under the SEBI FPI Regulations as
any instrument, by whatever name called, which is issued overseas by an FPI against securities held by it that are
listed or proposed to be listed on any recognised stock exchange in India, as its underlying) directly or indirectly,
only in the event (i) such offshore derivative instruments are issued only to persons registered as Category I FPI
under the SEBI FPI Regulations; (ii) such offshore derivative instruments are issued only to persons who are
eligible for registration as Category I FPIs (where an entity has an investment manager who is from the Financial
Action Task Force member country, the investment manager shall not be required to be registered as a Category
I FPI); (iii) such offshore derivative instruments are issued after compliance with ‘know your client’ norms; and
(iii) compliance with other conditions as may be prescribed by SEBI.
An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative
instruments issued by or on its behalf, is carried out subject to inter alia the following conditions:
(a) such offshore derivative instruments are transferred only to persons in accordance with the SEBI FPI
Regulations; and
(b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore
derivative instruments are to be transferred to are pre – approved by the FPI.
Procedure for Applications by AIFs, FVCIs and VCFs
The SEBI VCF Regulations and the SEBI FVCI Regulations prescribe, among other things, the investment
restrictions on VCFs and FVCIs registered with SEBI. Further, the SEBI AIF Regulations prescribe, among other
things, the investment restrictions on AIFs.
As per the SEBI VCF Regulations and SEBI FVCI Regulations, VCFs and FVCIs are not permitted to invest in
listed companies pursuant to rights issues. Accordingly, applications by VCFs or FVCIs will not be accepted in
this Issue. Venture capital funds registered as Category I AIFs, as defined in the SEBI AIF Regulations, are not
permitted to invest in listed companies pursuant to rights issues. Accordingly, applications by venture capital
funds registered as category I AIFs, as defined in the SEBI AIF Regulations, will not be accepted in this Issue.
Other categories of AIFs are permitted to apply in this Issue subject to compliance with the SEBI AIF Regulations.
Such AIFs having bank accounts with SCSBs that are providing ASBA in cities / centres where such AIFs are
located are mandatorily required to make use of the ASBA facility or using R-WAP (available only for residents).
Otherwise, applications of such AIFs are liable for rejection.
Procedure for Applications by NRIs
Investments by NRIs are governed by the FEMA Rules. Applications will not be accepted from NRIs that are
ineligible to participate in this Issue under applicable securities laws.
As per the FEMA Rules, an NRI or Overseas Citizen of India (“OCI”) may purchase or sell capital instruments
of a listed Indian company on repatriation basis, on a recognised stock exchange in India, subject to the conditions,
inter alia, that the total holding by any individual NRI or OCI will not exceed 5% of the total paid-up equity
capital on a fully diluted basis or should not exceed 5% of the paid-up value of each series of debentures or
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preference shares or share warrants issued by an Indian company and the total holdings of all NRIs and OCIs put
together will not exceed 10% of the total paid-up equity capital on a fully diluted basis or shall not exceed 10%
of the paid-up value of each series of debentures or preference shares or share warrants. The aggregate ceiling of
10% may be raised to 24%, if a special resolution to that effect is passed by the general body of the Indian
company.
Procedure for Applications by Mutual Funds
A separate application can be made in respect of each scheme of an Indian Mutual Fund registered with SEBI and
such applications shall not be treated as multiple applications. The applications made by asset management
companies or custodians of a Mutual Fund should clearly indicate the name of the concerned scheme for which
the application is being made.
Procedure for Applications by Systemically Important Non-Banking Financial Companies (“NBFC-SI”)
In case of an application made by NBFC-SI registered with the RBI, (a) the certificate of registration issued by
the RBI under Section 45IA of the RBI Act, 1934 and (b) net worth certificate from its statutory auditors or any
independent chartered accountant based on the last audited financial statements is required to be attached to the
application.
Impersonation
As a matter of abundant caution, attention of the Investors is specifically drawn to the provisions of Section
38 of the Companies Act, 2013 which is reproduced below:
“Any person who makes or abets making of an application in a fictitious name to a company for acquiring, or
subscribing for, its securities; or makes or abets making of multiple applications to a company in different
names or in different combinations of his name or surname for acquiring or subscribing for its securities; or
otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to
any other person in a fictitious name, shall be liable for action under Section 447.”
The liability prescribed under Section 447 of the Companies Act for fraud involving an amount of at least ₹ 10
lakhs or 1% of the turnover of the company, whichever is lower, includes imprisonment for a term of not less than
six months extending up to 10 years (provided that where the fraud involves public interest, such term shall not
be less than three years) and fine of an amount not less than the amount involved in the fraud, extending up to
three times of such amount. In case the fraud involves (i) an amount which is less than ₹ 10 lakhs or 1% of the
turnover of the company, whichever is lower; and (ii) does not involve public interest, then such fraud is
punishable with an imprisonment for a term extending up to five years or a fine of an amount extending up to ₹
50 lakhs or with both.
Payment by stockinvest
In terms of RBI Circular DBOD No. FSC BC 42/24.47.00/2003- 04 dated November 5, 2003, the stockinvest
scheme has been withdrawn. Hence, payment through stockinvest would not be accepted in this Issue.
Disposal of Applications and Application Money
No acknowledgment will be issued for the Application Money received by our Company. However, the
Designated Branch of the SCSBs receiving the Application Form will acknowledge its receipt by stamping and
returning the acknowledgment slip at the bottom of each Application Form and the R-WAP platform would
generate an electronic acknowledgment to the Eligible Equity Shareholders upon submission of the Application.
Our Board reserves its full, unqualified and absolute right to accept or reject any Application, in whole or in part,
and in either case without assigning any reason thereto.
In case an Application is rejected in full, the whole of the Application Money will be unblocked in the respective
ASBA Accounts, in case of Applications through ASBA or refunded to the Investors in the same bank account
through which Application Money was received, in case of an application using the R-WAP facility. Wherever
an Application is rejected in part, the balance of Application Money, if any, after adjusting any money due on
Rights Equity Shares Allotted, will be refunded / unblocked in the respective bank accounts from which
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Application Money was received / ASBA Accounts of the Investor within a period of 15 days from the Issue
Closing Date. In case of failure to do so, our Company shall pay interest at such rate and within such time as
specified under applicable law.
For further instructions, please read the Application Form carefully.
Utilisation of Issue Proceeds
Our Board declares that:
A. All monies received out of this Issue shall be transferred to a separate bank account;
B. Details of all monies utilized out of this Issue referred to under (A) above shall be disclosed, and continue
to be disclosed till the time any part of the Issue Proceeds remains unutilised, under an appropriate
separate head in the balance sheet of our Company indicating the purpose for which such monies have
been utilised; and
C. Details of all unutilized monies out of this Issue referred to under (A) above, if any, shall be disclosed
under an appropriate separate head in the balance sheet of our Company indicating the form in which
such unutilized monies have been invested.
Undertakings by our Company
Our Company undertakes the following:
1) The complaints received in respect of this Issue shall be attended to by our Company expeditiously and
satisfactorily.
2) All steps for completion of the necessary formalities for listing and commencement of trading at all Stock
Exchanges where the Equity Shares are to be listed will be taken by our Board within seven Working
Days of finalization of Basis of Allotment.
3) The funds required for making refunds / unblocking to unsuccessful Applicants as per the mode(s)
disclosed shall be made available to the Registrar by our Company.
4) Where refunds are made through electronic transfer of funds, a suitable communication shall be sent to
the Investor within 15 days of the Issue Closing Date, giving details of the banks where refunds shall be
credited along with amount and expected date of electronic credit of refund.
5) In case of refund / unblocking of the Application Money for unsuccessful Applicants or part of the
Application Money in case of proportionate Allotment, a suitable communication shall be sent to the
Applicants.
6) Adequate arrangements shall be made to collect all ASBA Applications and record all Applications made
under the R-WAP process.
7) Our Company shall comply with such disclosure and accounting norms specified by SEBI from time to
time.
Minimum Subscription
Pursuant to the SEBI Circular dated April 21, 2020, bearing reference no. SEBI/HO/CFD/CIR/CFD/DIL/ 67/2020
granting relaxations from certain provisions of the SEBI ICDR Regulations, if our Company does not receive the
minimum subscription of 75% of the Issue Size, our Company shall refund the entire subscription amount received
within 15 days from the Issue Closing Date. However, if our Company receives subscription between 75% to
90%, of the Issue Size, at least 75% of the Issue Size shall be utilized for the objects of this Issue other than
general corporate purpose. In the event that there is a delay in making refund of the subscription amount by more
than eight days after our Company becomes liable to pay subscription amount (i.e., 15 days after the Issue Closing
Date), or such other period as prescribed by applicable law, our Company shall pay interest for the delayed period,
at rates prescribed under applicable law.
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Further, our Promoters have confirmed their intention to apply for, and subscribe to, additional Rights Equity
Shares and to any part of the unsubscribed portion in this Issue, subject to compliance with the minimum public
shareholding requirements, as prescribed under the SCRR and the SEBI Listing Regulations.
Important
1. Please read this Letter of Offer carefully before taking any action. The instructions contained in the
Application Form, Abridged Letter of Offer and the Rights Entitlement Letter are an integral part of the
conditions of this Letter of Offer and must be carefully followed; otherwise the Application is liable to
be rejected.
2. All enquiries in connection with this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement
Letter or Application Form must be addressed (quoting the Registered Folio Number or the DP ID and
Client ID number, the Application Form number and the name of the first Eligible Equity Shareholder as
mentioned on the Application Form and super scribed “Gateway Distriparks Limited – Rights Issue”
on the envelope and postmarked in India or in the email) to the Registrar at the following address:
Link Intime India Private Limited
C-101, 1st Floor, 247 Park
Lal Bahadur Shastri Marg, Vikhroli (West)
Mumbai, Maharashtra - 400 083, India
Telephone: +91 (22) 4918 6173 / 6174 / 6200
E-mail id: [email protected]
Investor grievance email: [email protected]
Contact person: Sumeet Deshpande
Website: www.linkintime.co.in
SEBI registration number: INR000004058
3. In accordance with SEBI Rights Issue Circulars, frequently asked questions and online/ electronic
dedicated investor helpdesk for guidance on the Application process and resolution of difficulties faced
by the Investors will be available on the website of the Registrar (www.linkintime.co.in). Further, the
helpline numbers provided by the Registrar for guidance on the Application process and resolution of
difficulties is +91 (22) 4918 6200.
This Issue will remain open for a minimum 15 days. However, our Board will have the right to extend the Issue
Period as it may determine from time to time but not exceeding 30 days from the Issue Opening Date (inclusive
of the Issue Closing Date).
Restrictions on Foreign Ownership of Indian Securities
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991, of the Government of
India and FEMA. While the Industrial Policy, 1991, of the Government of India, prescribes the limits and the
conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA
regulates the precise manner in which such investment may be made. The Union Cabinet, as provided in the
Cabinet Press Release dated May 24, 2017, has given its approval for phasing out the FIPB. Under the Industrial
Policy, 1991, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian
economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain
prescribed procedures for making such investment. Accordingly, the process for foreign direct investment (“FDI”)
and approval from the Government of India will now be handled by the concerned ministries or departments, in
consultation with the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and
Industry, Government of India (formerly known as the Department of Industrial Policy and Promotion)
(“DPIIT”), Ministry of Finance, Department of Economic Affairs, FIPB section, through a memorandum dated
June 5, 2017, has notified the specific ministries handling relevant sectors.
The Government has, from time to time, made policy pronouncements on FDI through press notes and press
releases. The DPIIT issued the Consolidated FDI Policy Circular of 2017 (“FDI Circular 2017”), which, with
effect from August 28, 2017, consolidated and superseded all previous press notes, press releases and clarifications
on FDI issued by the DPIIT that were in force and effect as on August 28, 2017. The Government proposes to
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update the consolidated circular on FDI policy once every year and therefore, FDI Circular 2017 will be valid
until the DPIIT issues an updated circular.
The Government of India has from time to time made policy pronouncements on FDI through press notes and
press releases which are notified by RBI as amendments to FEMA. In case of any conflict between FEMA and
such policy pronouncements, FEMA prevails. The Consolidated FDI Policy, issued by the DPIIT, consolidates
the policy framework in place as on August 27, 2017, and supersedes all previous press notes, press releases and
clarifications on FDI issued by the DPIIT that were in force and effect as on August 27, 2017. The Government
proposes to update the consolidated circular on FDI Policy once every year and therefore the Consolidated FDI
Policy will be valid until the DPIIT issues an updated circular.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the
RBI, provided that (i) the activities of the investee company falls under the automatic route as provided in the FDI
Policy and FEMA and transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-
resident shareholding is within the sectoral limits under the FDI Policy; and (iii) the pricing is in accordance with
the guidelines prescribed by SEBI and RBI.
Please also note that pursuant to Circular No. 14 dated September 16, 2003 issued by the RBI, Overseas Corporate
Bodies (“OCBs”) have been derecognized as an eligible class of investors and the RBI has subsequently issued
the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs))
Regulations, 2003. Any Investor being an OCB is required not to be under the adverse notice of the RBI and to
obtain prior approval from RBI for applying in this Issue.
The above information is given for the benefit of the Applicants / Investors. Our Company and the and the Lead
Manager are not liable for any amendments or modification or changes in applicable laws or regulations, which
may occur after the date of this Letter of Offer. Investors are advised to make their independent investigations and
ensure that the number of Equity Shares applied for do not exceed the applicable limits under laws or regulations.
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RESTRICTIONS ON PURCHASES AND RESALES
General Eligibility and Restrictions
No action has been taken or will be taken to permit a public offering of the Rights Entitlements or the Rights
Equity Shares to occur in any jurisdiction, or the possession, circulation, or distribution of this Letter of Offer, its
accompanying documents or any other material relating to our Company, the Rights Entitlements or the Rights
Equity Shares in any jurisdiction where action for such purpose is required, except that this Letter of Offer is being
filed with SEBI and the Stock Exchanges.
The Rights Entitlements, Rights Equity Shares and Equity Shares have not been and will not be registered under
the US Securities Act and may not be offered or sold within the United States.
The Rights Entitlements or the Rights Equity Shares may not be offered or sold, directly or indirectly, and none
of this Letter of Offer, its accompanying documents or any offering materials or advertisements in connection
with the Rights Entitlements or the Rights Equity Shares may be distributed or published in or from any country
or jurisdiction except in accordance with the legal requirements applicable in such jurisdiction.
Investors are advised to consult their legal counsel prior to accepting any provisional allotment of Rights Equity
Shares, applying for excess Rights Equity Shares or making any offer, sale, resale, pledge or other transfer of the
Rights Entitlements or the Rights Equity Shares.
This Letter of Offer and its accompanying documents will be supplied to you solely for your information and may
not be reproduced, redistributed or passed on, directly or indirectly, to any other person or published, in whole or
in part, for any purpose.
Each person who exercises the Rights Entitlements and subscribes for the Rights Equity Shares, or who purchases
the Rights Entitlements or the Rights Equity Shares shall do so in accordance with the restrictions set out below:
United States
The Rights Entitlements and the Rights Equity Shares have not been, and will not be, registered under the US
Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be
offered, sold, resold, allotted, taken up, exercised, renounced, pledged, transferred or delivered, directly or
indirectly within the United States except pursuant to an applicable exemption from, or a transaction not subject
to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws
of any state or other jurisdiction of the United States. The Rights Entitlements and Rights Equity Shares referred
to in this Letter of Offer are being offered in offshore transactions outside the United States in compliance with
Regulation S under the US Securities Act and the applicable laws of the jurisdiction where those offers and sales
are made. Neither receipt of this Letter of Offer, nor any of its accompanying documents constitutes an offer of
the Rights Entitlements or the Rights Equity Shares to any Eligible Equity Shareholder other than the Eligible
Equity Shareholder who has received this Letter of Offer and its accompanying documents directly from our
Company or the Registrar.
Each person outside of the United States by accepting the delivery of this Letter of Offer and its accompanying
documents, submitting an Application Form for the exercise of any Rights Entitlements and subscription for any
Rights Equity Shares and accepting delivery of any Rights Entitlements or any Rights Equity Shares, will be
deemed to have represented, warranted and agreed as follows on behalf of itself and, if it is acquiring the Rights
Entitlements or the Rights Equity Shares as a fiduciary or agent for one or more investor accounts, on behalf of
each owner of such account (such person being the “purchaser”, which term shall include the owners of the
investor accounts on whose behalf the person acts as fiduciary or agent):
1. The purchaser (i) is aware that the Rights Entitlements and the Rights Equity Shares have not been and
will not be registered under the US Securities Act and are being distributed and offered outside the United
States in reliance on Regulation S, (ii) is, and the persons, if any, for whose account it is acquiring such
Rights Entitlements and/or the Rights Equity Shares are, outside the United States and eligible to
subscribe for Rights Entitlements and Rights Equity Shares in compliance with applicable securities
laws, and (iii) is acquiring the Rights Entitlements and/or the Rights Equity Shares in an offshore
transaction meeting the requirements of Regulation S.
2. No offer or sale of the Rights Entitlements or the Rights Equity Shares to the purchaser is the result of
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any “directed selling efforts” in the United States (as such term is defined in Regulation S).
3. The purchaser is, and the persons, if any, for whose account it is acquiring the Rights Entitlements and
the Rights Equity Shares are, entitled to subscribe for the Rights Equity Shares, and the sale of the Rights
Equity Shares to it will not require any filing or registration by, or qualification of, our Company with
any court or administrative, governmental or regulatory agency or body, under the laws of any
jurisdiction which apply to the purchaser or such persons.
4. The purchaser, and each account for which it is acting, satisfies (i) all suitability standards for investors in
investments in the Rights Entitlements and the Rights Equity Shares imposed by the jurisdiction of its
residence, and (ii) is eligible to subscribe and is subscribing for the Rights Equity Shares and Rights
Entitlements in compliance with applicable securities and other laws of our jurisdiction of residence.
5. The purchaser has the full power and authority to make the acknowledgements, representations,
warranties and agreements contained herein and to exercise the Rights Entitlements and subscribe for the
Rights Equity Shares, and, if the purchaser is exercising the Rights Entitlements and acquiring the Rights
Equity Shares as a fiduciary or agent for one or more investor accounts, the purchaser has the full power
and authority to make the acknowledgements, representations, warranties and agreements contained
herein and to exercise the Rights Entitlements and subscribe for the Rights Equity Shares on behalf of
each owner of such account.
6. The purchaser is aware and understands (and each account for which it is acting has been advised and
understands) that an investment in the Rights Entitlements and the Rights Equity Shares involves a
considerable degree of risk and that the Rights Entitlements and the Rights Equity Shares are a
speculative investment, and further, that no U.S. federal or state or other agency has made any finding or
determination as to the fairness of any such investment or any recommendation or endorsement of any
such investment.
7. The purchaser understands (and each account for which it is acting has been advised and understands)
that no action has been or will be taken to permit an offering of the Rights Entitlements or the Rights
Equity Shares in any jurisdiction (other than the filing of this Letter of Offer with SEBI and the Stock
Exchanges); and it will not offer, resell, pledge or otherwise transfer any of the Rights Entitlements or
the Rights Equity Shares which it may acquire, or any beneficial interests therein, in any jurisdiction or
in any circumstances in which such offer or sale is not authorised or to any person to whom it is unlawful
to make such offer, sale, solicitation or invitation except under circumstances that will result in
compliance with any applicable laws and/or regulations. The purchaser agrees to notify any transferee to
whom it subsequently reoffers, resells, pledges or otherwise transfers the Rights Entitlements and the
Rights Equity Shares of the restrictions set forth in the Letter of Offer under the heading “Restrictions
on Purchases and Resales”.
8. The purchaser (or any account for which it is acting) is an Eligible Equity Shareholder and has received
an invitation from our Company, addressed to it and inviting it to participate in this Issue.
9. Neither the purchaser nor any of its affiliates or any person acting on its or their behalf has taken or will
take, directly or indirectly, any action designed to, or which might be expected to, cause or result in the
stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale
of the Rights Entitlements or the Rights Equity Shares pursuant to the Issue.
10. Prior to making any investment decision to exercise the Rights Entitlements and subscribe for the Rights
Equity Shares, the purchaser (i) will have consulted with its own legal, regulatory, tax, business,
investment, financial and accounting advisers in each jurisdiction in connection herewith to the extent
it has deemed necessary; (ii) will have carefully read and reviewed a copy of this Letter of Offer and its
accompanying documents; (iii) will have possessed and carefully read and reviewed all information
relating to our Company and our group and the Rights Entitlements and the Rights Equity Shares which
it believes is necessary or appropriate for the purpose of making its investment decision, including,
without limitation, the Exchange Information (as defined below), and will have had a reasonable
opportunity to ask questions of and receive answers from officers and representatives of our Company
concerning the financial condition and results of operations of our Company and the purchase of the
Rights Entitlements or the Rights Equity Shares, and any such questions have been answered to its
satisfaction; (iv) will have possessed and reviewed all information that it believes is necessary or
appropriate in connection with an investment in the Rights Entitlements and the Rights Equity Shares;
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(v) will have conducted its own due diligence on our Company and this Issue, and will have made its
own investment decisions based upon its own judgement, due diligence and advice from such advisers
as it has deemed necessary and will not have relied upon any recommendation, promise, representation
or warranty of or view expressed by or on behalf of our Company, the Lead Manager or its affiliates
(including any research reports) (other than, with respect to our Company and any information
contained in this Letter of Offer); and (vi) will have made its own determination that any investment
decision to exercise the Rights Entitlements and subscribe for the Rights Equity Shares is suitable and
appropriate, both in the nature and number of Rights Equity Shares being subscribed.
11. Without limiting the generality of the foregoing, the purchaser acknowledges that (i) the Rights Equity
Shares are listed on BSE Limited and the National Stock Exchange of India Limited and our Company
is therefore required to publish certain business, financial and other information in accordance with the
rules and practices of BSE Limited and the National Stock Exchange of India Limited (which includes,
but is not limited to, a description of the nature of our Company’s business and our Company’s most
recent balance sheet and profit and loss account, and similar statements for preceding years together with
the information on its website and its press releases, announcements, investor education presentations,
annual reports, collectively constitutes “Exchange Information”), and that it has had access to such
information without undue difficulty and has reviewed such Exchange Information as it has deemed
necessary; (ii) our Company does not expect or intend to become subject to the periodic reporting and
other information requirements of the Securities and Exchange Commission; and (iii) neither our
Company nor any of its affiliates, nor the Lead Manager or any of their affiliates has made any
representations or recommendations to it, express or implied, with respect to our Company, the Rights
Entitlements or the Rights Equity Shares or the accuracy, completeness or adequacy of the Exchange
Information.
12. The purchaser understands that the Exchange Information and this Letter of Offer have been prepared in
accordance with content, format and style which is either prescribed by SEBI, the Stock Exchanges or
under Indian laws, which differs from the content, format and style customary for similar offerings in the
United States. In particular, the purchaser understands that (i) our Company’s financial information
contained in the Exchange Information and this Letter of Offer have been prepared in accordance with
Ind AS, Companies Act, and other applicable statutory and/or regulatory requirements and not in a
manner suitable for an offering registered with the U.S. SEC, and (ii) this Letter of Offer does not include
all of the information that would be required if our Company were registering the Issue of the Rights
Entitlements and the Rights Equity Shares with the U.S. SEC, such as a description of our business and
industry, detailed operational data, our management’s discussion and analysis of our financial condition
and results of operations and audited financial statements for prior years.
13. The purchaser acknowledges that (i) any information that it has received or will receive relating to or in
connection with this Issue, and the Rights Entitlements or the Rights Equity Shares, including this Letter
of Offer and the Exchange Information (collectively, the “Information”), has been prepared solely by our
Company; and (ii) none of the Lead Manager or any of its affiliates has verified such Information, and
no recommendation, promise, representation or warranty (express or implied) is or has been made or
given by the Lead Manager or its affiliates as to the accuracy, completeness or sufficiency of the
Information, and nothing contained in the Information is, or shall be relied upon as, a promise,
representation or warranty by any of them or their affiliates.
14. The purchaser will not hold our Company, the Lead Manager or their affiliates responsible for any
misstatements in or omissions to the Information or in any other written or oral information provided by
our Company to it. It acknowledges that no written or oral information relating to this Issue, and the
Rights Entitlements or the Rights Equity Shares has been or will be provided by the Lead Manager or its
affiliates to it.
15. The purchaser is a highly sophisticated investor and has such knowledge and experience in financial,
business and international investment matters and is capable of independently evaluating the merits and
risks (including for tax, legal, regulatory, accounting and other financial purposes) of an investment in
the Rights Entitlements and the Rights Equity Shares. It, or any account for which it is acting, has the
financial ability to bear the economic risk of investment in the Rights Entitlements and the Rights Equity
Shares, has adequate means of providing for its current and contingent needs, has no need for liquidity
with respect to any investment it (or such account for which it is acting) may make in the Rights
Entitlements and the Rights Equity Shares, and is able to sustain a complete loss in connection therewith
and it will not look to our Company, or to the Lead Manager, for all or part of any such loss or losses it
217
may suffer.
16. The purchaser understands and acknowledges that the Lead Manager are assisting our Company in
respect of this Issue and that the Lead Manager are acting solely for our Company and no one else in
connection with this Issue and, in particular, are not providing any service to it, making any
recommendations to it, advising it regarding the suitability of any transactions it may enter into to
subscribe or purchase any Rights Entitlements or Rights Equity Shares nor providing advice to it in
relation to our Company, this Issue or the Rights Entitlements or the Rights Equity Shares. Further, to
the extent permitted by law, it waives any and all claims, actions, liabilities, damages or demands it may
have against the Lead Manager arising from its engagement with our Company and in connection with
this Issue.
17. The purchaser understands that its receipt of the Rights Entitlements and any subscription it may make
for the Rights Equity Shares will be subject to and based upon all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other information contained in this
Letter of Offer and the Application Form. The purchaser understands that neither our Company, nor the
Registrar, the Lead Manager or any other person acting on behalf of the Company will accept
subscriptions from any person, or the agent of any person, who appears to be, or who we, the Registrar,
the Lead Manager or any other person acting on behalf of the Company have reason to believe is in the
United States or outside of India and ineligible to participate in this Issue under applicable securities
laws.
18. The purchaser understands that the foregoing representations and acknowledgments have been provided
in connection with United States, India and other securities laws. It acknowledges that our Company and
the Lead Manager, their affiliates and others (including legal counsels to each of our Company, the Lead
Manager) will rely upon the truth and accuracy of the foregoing acknowledgements, representations,
warranties and agreements and agree that, if at any time before the closing of this Issue or the issuance of
the Rights Equity Shares, any of the acknowledgements, representations, warranties and agreements made
in connection with its exercise of Rights Entitlements and subscription for the Rights Equity Shares is no
longer accurate, it shall promptly notify our Company in writing.
Australia
This Letter of Offer does not constitute a prospectus or other disclosure document under the Corporations Act
2001 (Cth) (“Australian Corporations Act”) and does not purport to include the information required of a
disclosure document under the Australian Corporations Act. This Letter of Offer has not been lodged with the
Australian Securities and Investments Commission (“ASIC”) and no steps have been taken to lodge it as such
with ASIC. Any offer in Australia of the Rights Entitlements and Equity Shares under this Letter of Offer may
only be made to persons who are “sophisticated investors” (within the meaning of section 708(8) of the Australian
Corporations Act), to “professional investors” (within the meaning of section 708(11) of the Australian
Corporations Act) or otherwise pursuant to one or more exemptions under section 708 of the Australian
Corporations Act so that it is lawful to offer the Rights Entitlements and Equity Shares in Australia without
disclosure to investors under Part 6D.2 of the Australian Corporations Act.
If you are acting on behalf of, or acting as agent or nominee for, an Australian resident and you are a recipient of
this the Letter of Offer, and any offers made under this Letter of Offer, you represent to the Issuer, Lead Managers
that you will not provide this Letter of Offer or communicate any offers made under this Letter of Offer to, or
make any applications or receive any offers for Rights Entitlements or Equity Shares for, any Australian residents
unless they are a “sophisticated investor” or a “professional investor” as defined by section 708 of the Australian
Corporations Act.
Any offer of the Rights Entitlements or the Equity Shares for on-sale that is received in Australia within 12 months
after their issue by the Company, or within 12 months after their sale by a selling security holder (or a Lead
Managers) under the Issue, as applicable, is likely to need prospectus disclosure to investors under Part 6D.2 of
the Australian Corporations Act, unless such offer for on-sale in Australia is conducted in reliance on a prospectus
disclosure exemption under section 708 of the Australian Corporations Act or otherwise. Any persons acquiring
the Rights Entitlements and the Equity Shares should observe such Australian on-sale restrictions.
Bahrain
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The Central Bank of Bahrain, the Bahrain Bourse and the Ministry of Industry, Commerce and Tourism of the
Kingdom of Bahrain take no responsibility for the accuracy of the statements and information contained in this Letter
of Offer or the performance of the Rights Entitlements or the Equity Shares, nor shall they have any liability to any
person, investor or otherwise for any loss or damage resulting from reliance on any statements or information
contained herein. This Letter of Offer is only intended for accredited investors as defined by the Central Bank of
Bahrain. We have not made and will not make any invitation to the public in the Kingdom of Bahrain to subscribe
to the Rights Entitlements or the Equity Shares and this Letter of Offer will not be issued, passed to, or made available
to the public generally. The Central Bank of Bahrain has not reviewed, nor has it approved, this Letter of Offer or
the marketing thereof in the Kingdom of Bahrain. The Central Bank of Bahrain is not responsible for the
performance of the Rights Entitlements or the Equity Shares.
Cayman Islands
No offer or invitation to subscribe for the Rights Entitlements and the Equity Shares may be made to the public
in the Cayman Islands.
China
This Letter of Offer may not be circulated or distributed in the People’s Republic of China (“PRC”) and the Rights
Entitlements and the Equity Shares may not be offered or sold, and will not be offered or sold to any person for
re-offering or resale directly or indirectly to, or for the benefit of, legal or natural persons of the PRC except
pursuant to applicable laws and regulations of the PRC. Further, no legal or natural persons of the PRC may
directly or indirectly purchase any of the Rights Entitlements and the Equity Shares or any beneficial interest
therein without obtaining all prior PRC’s governmental approvals that are required, whether statutorily or
otherwise. Persons who come into possession of this Letter of Offer are required by the Issuer and its
representatives to observe these restrictions. For the purpose of this paragraph, PRC does not include Taiwan and
the special administrative regions of Hong Kong and Macau.
Dubai International Financial Centre
The Rights Entitlements and the Equity Shares have not been offered and will not be offered to any persons in the
Dubai International Financial Centre except on that basis that an offer is:
(i) an “Exempt Offer” in accordance with the Markets Rules (MKT) module of the Dubai Financial Services
Authority (the “DFSA”) rulebook; and
(ii) made only to persons who meet the Professional Client criteria set out in Rule 2.3.3 of the Conduct of
Business Module of the DFSA rulebook.
European Economic Area and the United Kingdom
In relation to each Member State of the European Economic Area and the United Kingdom (each a “Relevant
State”), neither the Rights Entitlements or the Equity Shares have been offered or will be offered pursuant to the
Issue to the public in that Relevant State prior to the publication of a prospectus in relation to the Rights
Entitlements and the Equity Shares which has been approved by the competent authority in that Relevant State
or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant
State, all in accordance with the Prospectus Regulation, except that offers of the Rights Entitlements and the
Equity Shares may be made to the public in that Relevant State at any time under the following exemptions under
the Prospectus Regulation:
a. to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
b. to fewer than 150 natural or legal persons per Member State (other than qualified investors as defined
under the Prospectus Regulation), subject to obtaining the prior consent of the Lead Managers for any
such offer; or
c. in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer of the Rights Entitlements or the Equity Shares shall require the Issuer or any
Lead Manager to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement
a prospectus pursuant to Article 23 of the Prospectus Regulation. This Letter of Offer is not a prospectus
for the purposes of the Prospectus Regulation. The Issuer does not authorize the making of any offer of
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Rights Entitlements and/or the Equity Shares in circumstances in which an obligation arises for the Issuer
to publish a prospectus for such offer.
For the purposes of this provision, the expression an “offer to the public” in relation to any Rights
Entitlements or the Equity Shares in any Relevant State means the communication to persons in any
form and by any means, presenting sufficient information on the terms of the offer and Rights
Entitlements or any Equity Shares to be offered so as to enable an investor to decide to purchase or
subscribe for those securities, and the expression “Prospectus Regulation” means Regulation (EU)
2017/1129.
Hong Kong
The Rights Entitlements and the Equity Shares may not be offered or sold in Hong Kong by means of any
document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the
Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to
“professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong
Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a
“prospectus” within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.
32, Laws of Hong Kong) and no advertisement, invitation or document relating to the Rights Entitlements and the
Equity Shares may be issued or may be in the possession of any person for the purpose of issue (in each case
whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or
read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with
respect to the Rights Entitlements and the Equity Shares which are or are intended to be disposed of only to
persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures
Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Japan
The Rights Entitlements and the Equity Shares have not been and will not be registered under the Financial
Instruments and Exchange Act of Japan (Law. No. 25 of 1948 as amended) (the “FIEA”) and disclosure under the
FIEA has not been and will not be made with respect to the Rights Entitlements and the Equity Shares. No Rights
Entitlements or Equity Shares have, directly or indirectly, been offered or sold, and may not, directly or indirectly,
be offered or sold in Japan or to, or for the benefit of, any resident of Japan as defined in the first sentence of Article
6, Paragraph 1, Item 5 of the Foreign Exchange and Foreign Trade Contract Act of Japan (Law No. 228 of 1949,
as amended) (“Japanese Resident”) or to others for re-offering or re-sale, directly or indirectly in Japan or to, or
for the benefit of, any Japanese Resident except (i) pursuant to an exemption from the registration requirements of
the FIEA and (ii) in compliance with any other relevant laws, regulations and governmental guidelines of Japan.
If an offeree does not fall under a “qualified institutional investor” (tekikaku kikan toshika), as defined in Article
10, Paragraph 1 of the Cabinet Office Ordinance Concerning Definition Provided in Article 2 of the Financial
Instruments and Exchange Act (Ordinance of the Ministry of Finance No. 14 of 1993, as amended) (the “Qualified
Institutional Investor”), the Rights Entitlements and Equity Shares will be offered in Japan by a private
placement to small number of investors (shoninzu muke kanyu), as provided under Article 23- 13, Paragraph 4 of
the FIEA, and accordingly, the filing of a securities registration statement for a public offering pursuant to Article
4, Paragraph 1 of the FIEA has not been made.
If an offeree falls under the Qualified Institutional Investor, the Rights Entitlements and the Equity Shares will be
offered in Japan by a private placement to the Qualified Institutional Investors (tekikaku kikan toshikamuke
kanyu), as provided under Article 23-13, Paragraph 1 of the FIEA, and accordingly, the filing of a securities
registration statement for a public offering pursuant to Article 4, Paragraph 1 of the FIEA has not been made. To
receive the Rights Entitlements and subscribe the Equity Shares (the “QII Rights Entitlements and the QII
Equity Shares”) such offeree will be required to agree that it will be prohibited from selling, assigning, pledging
or otherwise transferring the QII Rights Entitlements and the QII Equity Shares other than to another Qualified
Institutional Investor.
Kuwait
This Letter of Offer and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy,
the Rights Entitlements or the Equity Shares in the State of Kuwait. The Rights Entitlements and the Equity Shares
have not been licensed for offering, promotion, marketing, advertisement or sale in the State of Kuwait by the
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Capital Markets Authority or any other relevant Kuwaiti government agency. The offering, promotion, marketing,
advertisement or sale of the Rights Entitlements and the Equity Shares in State of Kuwait on the basis of a private
placement or public offering is, therefore, prohibited in accordance with Law No. 7 of 2010 and the Executive
Bylaws for Law No. 7 of 2010, as amended, which govern the issue, offer, marketing and sale of financial
services/products in the State of Kuwait (“Kuwait Securities Laws”). No private or public offering of the Rights
Entitlements or the Equity Shares is or will be made in the State of Kuwait, and no agreement relating to the sale
of the Rights Entitlements or the Equity Shares will be concluded in the State of Kuwait and no marketing or
solicitation or inducement activities are being used to offer or market the Rights Entitlements or the Equity Shares
in the State of Kuwait.
Luxembourg
The Rights Entitlements and the Equity Shares offered in this Letter of Offer may not be offered, sold or delivered
to the public within the Grand Duchy of Luxembourg. This Letter of Offer is only intended for institutional
investors. It is personal to each offeree and does not constitute an offer to any other person or to the public
generally in Luxembourg to subscribe for or otherwise acquire the Rights Entitlements and the Equity Shares.
Distribution of this Letter of Offer to any person other than the offeree and those persons, if any, retained to advise
such offeree with respect thereto is unauthorized and any disclosure of any of its contents, without prior written
consent of the Issuer, is prohibited.
Malaysia
No approval from the Securities Commission of Malaysia has been applied for or will be obtained for the offer or
invitation in respect of the Issue under the Capital Markets and Services Act 2007. Neither has a prospectus been
or will be registered with the Securities Commission of Malaysia in connection with the Issue in Malaysia.
Accordingly, this Letter of Offer or any amendment or supplement hereto or any other offering document in
relation to the Issue may not be distributed in Malaysia directly or indirectly for the purpose of any offer of the
Rights Entitlements and the Equity Shares. The Rights Entitlements and the Equity Shares may not be offered or
sold in Malaysia except pursuant to, and to persons prescribed under, Part I of Schedule 6 of the Malaysian Capital
Markets and Services Act and no person may offer for subscription or purchase any of the Rights Entitlements
and the Equity Shares directly or indirectly to anyone in Malaysia.
Mauritius
The Rights Entitlements and the Equity Shares may not be offered or sold, directly or indirectly, to the public in
Mauritius. Neither this Letter of Offer nor any offering material or information contained herein relating to the
offer of the Rights Entitlements and the Equity Shares may be released or issued to the public in Mauritius or used
in connection with any such offer. This Letter of Offer does not constitute an offer to sell the Rights Entitlements
and the Equity Shares to the public in Mauritius and is not a prospectus as defined under the Companies Act 2001.
New Zealand
This Letter of Offer has not been registered, filed with or approved by any New Zealand regulatory authority
under the Financial Markets Conduct Act 2013 (the “FMC Act”). This Issue is not an offer of financial products
that requires disclosure under Part 3 of the FMC Act and no product disclosure statement, register entry or other
disclosure document under the FMC Act will be prepared in respect of this Issue. The Rights Entitlements and the
Equity Shares are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in
New Zealand) other than to a person who:
a. is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
b. meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
c. is large within the meaning of clause 39 of Schedule 1 of the FMC Act; or
d. is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act.
If, in the future, any person in New Zealand to whom the Rights Entitlements or the Equity Shares are issued or
sold elects to sell any Rights Entitlements or Equity Shares, they must not do so in any manner which will, or is
likely to, result in this Issue, or such sale, being viewed as an offer to which Part 3 of the FMC Act is applicable.
Oman
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This Letter of Offer and the Rights Entitlements and the Equity Shares to which it relates may not be advertised,
marketed, distributed or otherwise made available to any person in the Sultanate of Oman (“Oman”) without the
prior consent of the Capital Market Authority (“Oman CMA”) and then only in accordance with any terms and
conditions of such consent. In connection with the offering of the Rights Entitlements and the Equity Shares, no
prospectus has been filed with the Oman CMA. The offering and sale of the Rights Entitlements and the Equity
Shares described in this Letter of Offer will not take place inside Oman. This Letter of Offer is strictly private and
confidential and is being issued to a limited number of sophisticated investors, and may neither be reproduced, used
for any other purpose, nor provided to any other person than the intended recipient hereof does not constitute a
public offer of the Rights Entitlements or the Equity Shares in Oman as contemplated by the Commercial
Companies Law of Oman (Royal Decree 4/74) or the Capital Market Authority Law (Royal Decree 80/98) (the
“CMAL”), nor does it constitute an offer to sell, or the solicitation of any offer to buy Non- Omani securities in the
Sultanate of Oman as contemplated by Article 139 of the Executive Regulations of CMA. Additionally, this Letter
of Offer and the Rights Entitlements and the Equity Shares is not intended to lead to the conclusion of a contract
for the sale or purchase of securities. The recipient of this Letter of Offer and the Rights Entitlements and the Equity
Shares represents that it is a sophisticated investor (as described in Article 139 of the Executive Regulations of the
Capital Market Law) and that it has experience in business and financial matters that they are capable of evaluating
the merits and risks of investments.
Qatar
This Letter of Offer is provided on an exclusive basis to the specifically intended recipient, upon that person’s
request and initiative, and for the recipient’s personal use only and is not intended to be available to the public.
Nothing in this prospectus constitutes, is intended to constitute, shall be treated as constituting or shall be deemed
to constitute, any offer or sale of the Rights Entitlements or the Equity Shares in the State of Qatar or in the Qatar
Financial Centre or the inward marketing of an investment fund or an attempt to do business, as a bank, an
investment company or otherwise in the State of Qatar or in the Qatar Financial Centre. This Letter of Offer and
the underlying instruments have not been reviewed, approved, registered or licensed by the Qatar Central Bank,
The Qatar Financial Centre Regulatory Authority, The Qatar Financial Markets Authority or any other regulator in
the State of Qatar. Any distribution of this Letter of Offer by the recipient to third parties in Qatar or the Qatar
Financial Centre beyond these terms is not authorised and shall be at the liability of the recipient.
Saudi Arabia
This Letter of Offer may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted
under the Rules on the Offer of Securities and Continuing Obligations as issued by the board of the Saudi Arabian
Capital Market Authority (“CMA”) pursuant to resolution number 3-123-2017 dated 27 December 2017 as
amended by resolution number 1-104-2019 dated 30 September 2019, as amended (the “CMA Regulations”). The
CMA does not make any representation as to the accuracy or completeness of this Letter of Offer and expressly
disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this Letter
of Offer. Prospective purchasers of the Rights Entitlements and the Equity Shares offered hereby should conduct
their own due diligence on the accuracy of the information relating to the Rights Entitlements and the Equity
Shares. If you do not understand the contents of this Letter of Offer, you should consult an authorized financial
adviser.
Singapore
This Letter of Offer has not been registered as a prospectus in Singapore with the Monetary Authority of Singapore.
Accordingly, neither this Letter of Offer nor any other document or material in connection with the offer or sale, or
invitation for subscription or purchase, of the Rights Entitlements or the Equity Shares may be circulated or distributed,
nor may the Rights Entitlements and the Equity Shares be offered or sold, or be made the subject of an invitation for
subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) existing holders of
Equity Shares in the Company pursuant to Section 273(1)(cd)(i) of the Securities and Futures Act, Chapter 289 of
Singapore (the “Securities and Futures Act”), or (ii) pursuant to, and in accordance with, the conditions of an
exemption under Section 274 or Section 275 of the Securities and Futures Act and (in the case of an accredited
investor) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or where applicable,
Section 276 of the Securities and Futures Act.
Any reference to the Securities and Futures Act is a reference to the Securities and Futures Act, Chapter 289 of
Singapore and a reference to any term as defined in the Securities and Futures Act or any provision in the Securities
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and Futures Act is a reference to that term as modified or amended from time to time including by such of its
subsidiary legislation as may be applicable at the relevant time.
Notification under Section 309B of the Securities and Futures Act: The Rights Entitlements and the Equity
Shares are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products)
Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the
Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
South Korea
We are not making any representation with respect to the eligibility of any recipients of this Letter of Offer to
acquire the Rights Entitlements and the Equity Shares therein under the laws of Korea, including, but without
limitation, the Foreign Exchange Transaction Law and Regulations thereunder. The Rights Entitlements and the
Equity Shares have not been and will not be registered under the Financial Investment Services and Capital Markets
Act of Korea (the “FSCMA”). Accordingly, the Rights Entitlements and the Equity Shares may not be offered,
sold or delivered, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to, or
for the account or benefit of, any resident of Korea (as such term is defined under the Foreign Exchange Transaction
Law of Korea and its Enforcement Decree), for a period of one year from the date of issuance of the Rights
Entitlements and the Equity Shares, except (i) where relevant requirements are satisfied, the Rights Entitlements
and the Equity Shares may be offered, sold or delivered to or for the account or benefit of a Korean resident which
falls within certain categories of qualified professional investors as specified in the FSCMA, its Enforcement
Decree and the Regulation on Securities Issuance and Disclosure promulgated thereunder, or (ii) as otherwise
permitted under applicable Korean laws and regulations.
Furthermore, the Rights Entitlements and the Equity Shares may not be re-sold to Korea residents unless the
purchaser of the Rights Entitlements and the Equity Shares complies with all applicable regulatory requirements
(including, but not limited to, governmental approval requirements under the Foreign Exchange Transaction Law
and its subordinate decrees and regulations) in connection with purchase of the Rights Entitlements and the Equity
Shares.
United Arab Emirates
This Letter of Offer has not been, and is not intended to be, approved by the UAE Central Bank, the UAE Ministry
of Economy, the Emirates Securities and Commodities Authority or any other authority in the United Arab
Emirates (the “UAE”) or any other authority in any of the free zones established and operating in the UAE. The
Rights Entitlements and the Equity Shares have not been and will not be offered, sold or publicly promoted or
advertised in the UAE in a manner which constitutes a public offering in the UAE in compliance with any laws
applicable in the UAE governing the issue, offering and sale of such securities. This Letter of Offer is strictly
private and confidential and is being distributed to a limited number of investors and must not be provided to any
other person other than the original recipient and may not be used or reproduced for any other purpose.
United Kingdom
In the United Kingdom, this Letter of Offer and any investment or investment activity to which this Letter of Offer
relates is directed only at, being distributed and made available only to, and will be engaged in only with, persons
who are qualified investors within the meaning of Article 2(e) of the Prospectus Regulation and who (i) fall within
the definition of “investment professionals” contained in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) fall within Article 49(2)(a) to (d) (“high net
worth companies, unincorporated associations, etc.”) of the Order or (iii) to whom it can otherwise lawfully be
communicated (all such persons together being referred to as “relevant persons”). Persons who are not relevant
persons should not take any action on the basis of this Letter of Offer and should not act or rely on it or any of its
contents.
223
SECTION VIII: OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following contracts which have been entered or are to be entered into by our Company (not
being contracts entered into in the ordinary course of business carried on by our Company or contracts entered
into more than two years before the date of this Letter of Offer) which are or may be deemed material have been
entered or are to be entered into by our Company. Copies of the documents for inspection referred to hereunder,
would be available on the website of our Company at www.gateway-distriparks.com from the date of this Letter
of Offer until the Issue Closing Date.
A. Material Contracts for the Issue
1. Issue Agreement dated July 21, 2020 between our Company and the Lead Manager.
2. Registrar Agreement dated July 20, 2020 between our Company and the Registrar to the Issue.
3. Banker to the Issue Agreement dated July 20, 2020 among our Company the Lead Manager, the
Registrar to the Issue and the Banker to the Issue.
4. Monitoring Agency Agreement dated July 20, 2020 among our Company and the Monitoring Agency.
B. Material Documents
1. Certified copies of the Memorandum of Association and Articles of Association of our Company, as
amended.
2. Prospectus of our Company dated March 15, 2005.
3. Resolution of our Board dated June 10, 2020 approving the Issue.
4. Resolution of our Board dated July 20, 2020 fixing the terms of the Issue, including the Issue Price
and the Rights Entitlement ratio.
5. Resolution passed by our Board dated July 20, 2020 determining the Record Date.
6. Resolution passed by the Fund Raising Committee dated July 21, 2020 approving this Letter of Offer.
7. Annual Reports of our Company for Fiscals 2020, 2019, 2018, 2017 and 2016.
8. The Audited Consolidated Financial Statements and audit report thereon dated June 5, 2020 for Fiscal
2020.
9. Consents of our Directors, Company Secretary and Compliance Officer, Banker to our Company, the
Lead Manager, Monitoring Agency, legal counsels, Banker to the Issue and the Registrar to the Issue
for inclusion of their names in this Letter of Offer to act in their respective capacities.
10. In-principle approvals dated May 15, 2020 issued by BSE and NSE respectively under Regulation
28(1) of the SEBI Listing Regulations.
11. The statement of possible special tax benefits dated July 21, 2020, for our Company and our
shareholders and our Material Subsidiary from S.R. Batliboi & Co. LLP, Chartered Accountants.
12. Due diligence certificate dated July 21, 2020 addressed to SEBI from the Lead Manager.
13. Tripartite agreement dated September 8, 2004 between our Company, Link Intime India Private
Limited (then, Intime Spectrum Registry Limited) and NSDL.
14. Tripartite agreement dated August 18, 2004 between our Company, Link Intime India Private Limited
(then, Intime Spectrum Registry Limited) and CDSL.
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Any of the contracts or documents mentioned in this Letter of Offer may be amended or modified at any time if
so required in the interest of our Company or if required by the other parties, without reference to the Eligible
Equity Shareholders, subject to compliance with applicable law.
225
DECLARATION
I hereby certify that no statement made in this Letter of Offer contravenes any of the provisions of the Companies
Act, 2013 and the rules made thereunder. I further certify that all the legal requirements connected with the Issue
as also the guidelines, instructions, etc., issued by SEBI, Government of India and any other competent authority
in this behalf, have been duly complied with. I further certify that all disclosures made in this Letter of Offer are
true and correct.
SIGNED BY THE CHAIRMAN AND MANAGING DIRECTOR OF THE COMPANY
___________________
Prem Kishan Dass Gupta
Chairman and Managing Director
Date: July 21, 2020
Place: New Delhi
226
DECLARATION
I hereby certify that no statement made in this Letter of Offer contravenes any of the provisions of the Companies
Act, 2013 and the rules made thereunder. I further certify that all the legal requirements connected with the Issue
as also the guidelines, instructions, etc., issued by SEBI, Government of India and any other competent authority
in this behalf, have been duly complied with. I further certify that all disclosures made in this Letter of Offer are
true and correct.
SIGNED BY THE JOINT MANAGING DIRECTOR OF THE COMPANY
___________________
Ishaan Gupta
Joint Managing Director
Date: July 21, 2020
Place: New Delhi
227
DECLARATION
I hereby certify that no statement made in this Letter of Offer contravenes any of the provisions of the Companies
Act, 2013 and the rules made thereunder. I further certify that all the legal requirements connected with the Issue
as also the guidelines, instructions, etc., issued by SEBI, Government of India and any other competent authority
in this behalf, have been duly complied with. I further certify that all disclosures made in this Letter of Offer are
true and correct.
SIGNED BY THE NON-EXECUTIVE DIRECTOR OF THE COMPANY
___________________
Mamta Gupta
Non-Executive Director
Date: July 21, 2020
Place: New Delhi
228
DECLARATION
I hereby certify that no statement made in this Letter of Offer contravenes any of the provisions of the Companies
Act, 2013 and the rules made thereunder. I further certify that all the legal requirements connected with the Issue
as also the guidelines, instructions, etc., issued by SEBI, Government of India and any other competent authority
in this behalf, have been duly complied with. I further certify that all disclosures made in this Letter of Offer are
true and correct.
SIGNED BY THE ADDITIONAL DIRECTOR (NON-EXECUTIVE DIRECTOR) OF THE COMPANY
___________________
Samvid Gupta
Additional Director (Non-Executive Director)
Date: July 21, 2020
Place: New Delhi
229
DECLARATION
I hereby certify that no statement made in this Letter of Offer contravenes any of the provisions of the Companies
Act, 2013 and the rules made thereunder. I further certify that all the legal requirements connected with the Issue
as also the guidelines, instructions, etc., issued by SEBI, Government of India and any other competent authority
in this behalf, have been duly complied with. I further certify that all disclosures made in this Letter of Offer are
true and correct.
SIGNED BY THE INDEPENDENT DIRECTOR OF THE COMPANY
___________________
Shabbir Hakimuddin Hassanbhai
Independent Director
Date: July 21, 2020
Place: Singapore
230
DECLARATION
I hereby certify that no statement made in this Letter of Offer contravenes any of the provisions of the Companies
Act, 2013 and the rules made thereunder. I further certify that all the legal requirements connected with the Issue
as also the guidelines, instructions, etc., issued by SEBI, Government of India and any other competent authority
in this behalf, have been duly complied with. I further certify that all disclosures made in this Letter of Offer are
true and correct.
SIGNED BY THE INDEPENDENT DIRECTOR OF THE COMPANY
___________________
Bhaskar Avula Reddy
Independent Director
Date: July 21, 2020
Place: Hyderabad
231
DECLARATION
I hereby certify that no statement made in this Letter of Offer contravenes any of the provisions of the Companies
Act, 2013 and the rules made thereunder. I further certify that all the legal requirements connected with the Issue
as also the guidelines, instructions, etc., issued by SEBI, Government of India and any other competent authority
in this behalf, have been duly complied with. I further certify that all disclosures made in this Letter of Offer are
true and correct.
SIGNED BY THE INDEPENDENT DIRECTOR OF THE COMPANY
___________________
Arun Kumar Gupta
Independent Director
Date: July 21, 2020
Place: New Delhi
232
DECLARATION
I hereby certify that no statement made in this Letter of Offer contravenes any of the provisions of the Companies
Act, 2013 and the rules made thereunder. I further certify that all the legal requirements connected with the Issue
as also the guidelines, instructions, etc., issued by SEBI, Government of India and any other competent authority
in this behalf, have been duly complied with. I further certify that all disclosures made in this Letter of Offer are
true and correct.
SIGNED BY THE INDEPENDENT DIRECTOR OF THE COMPANY
___________________
Shukla Wassan
Independent Director
Date: July 21, 2020
Place: Gurugram
233
DECLARATION
I hereby certify that no statement made in this Letter of Offer contravenes any of the provisions of the Companies
Act, 2013 and the rules made thereunder. I further certify that all the legal requirements connected with the Issue
as also the guidelines, instructions, etc., issued by SEBI, Government of India and any other competent authority
in this behalf, have been duly complied with. We further certify that all disclosures made in this Letter of Offer
are true and correct.
SIGNED BY THE CHIEF FINANCIAL OFFICER OF THE COMPANY
Date: July 21, 2020
Place: Ghaziabad
_____________________
Sandeep Kumar Shaw
Chief Financial Officer